1. Parties
This Agency Agreement (this Agreement) is made effective as of the date of execution (the Effective Date) by and
between Cloud Central Pty Ltd ABN 32 666 881 938, Trading As Cloud Central (Cloud Central), and the agreed party.

2. Appointment
Subject to the terms and conditions of this Agreement, Cloud Central appoints the Agent on a nonexclusive basis as a sales representative for the purpose of soliciting sales of Cloud Central services to end-users (“Potential Customers”).
Cloud Central, in its sole discretion, shall have the option to enter into, or decline to enter into, an agreement or service arrangement with any Potential Customer. In the event Cloud Central declines to enter into an agreement or service arrangement with a Potential Customer Cloud Central shall have no obligation to the Agent.
If (a) such Potential Customer has:
(i) not previously entered into an agreement or service arrangement with Cloud Central or otherwise has been documented as a Cloud Central Customer within the last one hundred and twenty (120) days; and
(ii) not previously been referred or introduced to Cloud Central by any other person as evidenced by our internal referral list which Cloud Central continuously updates and maintains; and
(b) Cloud Central enters into an agreement or service arrangement with any such Potential Customer, upon such terms and conditions acceptable solely to Cloud Central and such Potential Customer, within thirty (30) days of such Potential Customer being referred to Cloud Central by Agent, such Potential Customers shall be considered a “Customer” for purposes of this Agreement and Cloud Central shall pay a fee to Agent as set forth in Section 3 of this Agreement.
In the event a referral or Potential Customer is disputed among one or more agents, finders or other persons, Cloud Central shall determine which party, based solely on who first provided it with the Potential Customer, is entitled to a fee, if any, with respect to such Potential Customer.
The Agent acknowledges and agrees the “Customers” are at all times the customers of Cloud Central, not the Agent or its employees. Cloud Central acknowledges that the Agent is not restricted from selling products and services outside the Cloud Central range to "Customers".
The Agent represents and warrants to Cloud Central that it has full power and authority to enter into and fulfil its obligations under this Agreement.
The Agent is not authorised to use Cloud Central’s name, trademarks or logos, unless Cloud Central gives its prior written consent to such use. If any such consent is given the Agent shall comply with Cloud Central’s guidelines for the use of its name, trademarks or logos, as notified by Cloud Central to the Agent from time to time.
Cloud Central retains all right, ownership and interest in all Intellectual Property in any Cloud Central material provided to the Agent. The Agent is authorised to use the Cloud Central material only for the purposes of the Cloud Central Pty Ltd, Reseller Agent Agreement Confidential Agreement and subject to any additional terms and conditions imposed by Cloud Central from time to time. The Agent must not use any other promotional or sales material to promote the Services, other than promotional or sales material that forms part of the Cloud Central material, unless Cloud Central first approves such other promotional or sales material in writing. On termination of this Agreement or request by Cloud Central from time to time, the Agent must immediately return to Cloud Central all copies of any Cloud Central Material and erase any electronic copies of such material and certify to Cloud Central that this has been done.
It is understood that the Agent is acting as a finder only and shall have no authority to enter into any agreements, obligations or commitments on Cloud Central’s behalf, or to negotiate the terms of Potential Customers’ agreements or service arrangements with Cloud Central. Agent hereby agrees to indemnify, defend and hold Cloud Central harmless from and against any claims, actions, lawsuits, damages, awards or judgments arising out of any such agreements, obligations or commitments undertaken by Agent or the breach thereof. The Agent is required to provide a minimum of one referral within a ninety (90) day period.
The Agent acknowledges that Cloud Central may enter into referral agreements or other similar arrangements with other parties and that Agent shall have no rights under such agreements or to any fees for customers referred to Cloud Central by others or identified by Cloud Central itself.

3. Compensation
The Agent shall be entitled to payment from Cloud Central for signing up Customers (“Commission”) and all Customers
must accept the Cloud Central Terms and Conditions for the service selected.
Customers may include those signed to standard Cloud Central services.

Commission for Cloud Central services.
The Commission shall be equal to 10% of the Monthly Recurring Revenue (“MRR”) for each month on said account for each month Cloud Central collects full payment for the services rendered to Customers pursuant to the agreement or service arrangement between Cloud Central and the Customers.
Monthly Recurring Revenues are defined as the specific line rate for customer’s calling plan plus monthly features and usage and does not include the following, which includes but is not limited to surcharges, miscellaneous account charges such as shipping, porting, activation charges, network services, data products and hardware charges if applicable.

Customers will be charged published Cloud Central rates for all services. Cloud Central reserves the right to cancel or
reject any order submitted by the Agent and in this instance the Agent shall not be entitled to its Commission on said
account.
In addition, Cloud Central in its sole discretion may withhold payment of Commission on any accounts it deems
fraudulent; if Commission has already been paid on an account thereafter deemed fraudulent the amounts paid will be
offset any future Commissions due to Agent.
If ongoing revenues diminish for three (3) consecutive months, Commissions will be suspended until growth returns and
will recommence from the first (1st) month that growth returns to the level of the third (3rd) consecutive month that
triggered suspension.
Cloud Central shall pay the Commission to the Agent in arrears, on or before the last day of every month for
Commissions earned during the previous calendar month. The Agent shall not be entitled to Commissions related to any
order
(i) that Cloud Central rejects for any reason,
(ii) that may be cancelled by a customer, whether or not due to a default by Cloud Central or
(iii) for which full payment is not actually received by Cloud Central. The Agent acknowledges that the commission is the
only compensation Agent shall receive in connection with Agent’s efforts and that all goodwill and benefit derived from such efforts shall inure to the sole benefit of Cloud Central.
If Agent has violated any of the terms and conditions set forth in this Agreement Cloud Central may, without penalty, withhold any and all Commissions due to Agent.
Cloud Central will be responsible for paying any GST on such commission payments to the Agent at the same time as payment of the Commission but subject to the Agent first providing to Cloud Central a suitable GST invoice for the GST payable.
The Agent may not withhold or deduct or set off any amount recoverable by it from Cloud Central under this Agreement from any payment owed to Cloud Central.
Upon each payment of commission Cloud Central will send or make available to the Agent the core billing information detailing the basis upon which the commission is calculated.

4. Indemnity and Liability
Each party shall indemnify, defend and hold the other party (and all officers, directors, employees, agents and affiliates thereof) harmless from and against any and all claims, demands, actions, losses, damages, assessments, charges, liabilities,
costs and expenses (including without limitation interest, penalties, and attorney’s fees and disbursements) which may at any time be suffered or incurred by, or be assessed against, any and all of them, directly or indirectly, on account of or in connection with:
(i) such party’s default under any provision herein, breach of any representation or warranty herein, or failure in any way
to perform any obligation hereunder; or
(ii) negligent acts or omissions or the wilful misconduct of such party or its employees, agents, contractors or invitees.
Under no circumstances shall either party be liable for any indirect, incidental, economic, special, punitive or consequential damages, whether for breach of contract, negligence or under any other cause of action, that result from
the relationship or the conduct of business contemplated herein.
The Agent agrees to comply with all aspects of the Trade Practices (Australian Consumer Law) Amendment Regulations 2010 (No. 1) when representing Cloud Central's products and services. The Agent will be liable for any errors or omissions by its staff, agents or contractors which is contrary to the information or
training provided by Cloud Central. This agreement can be terminated if the Agent fails to adhere by Trade Practices (Australian Consumer Law) Amendment Regulations
2010 (No. 1).
Where any Act of Parliament implies in this Agreement any term, condition or warranty, and that Act avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of, or liability under such term, condition or warranty, such implied terms, conditions or warranties as are not able to be excluded are deemed to be included in this
Agreement.

5. Term and Termination
The initial term of this Agreement shall be one (1) year from the Effective Date and shall be renewed automatically thereafter on a month to month basis, unless sooner terminated.
Either party may terminate this Agreement at any time upon thirty (30) days written notice to the other party. Upon termination of the Agreement, a list shall be prepared of all pending unfinished business involving any Customers or
Potential Customers introduced by the Agent (the list shall be agreed to and signed by both parties hereto and shall control any and all claims Cloud Central Pty Ltd, Reseller Agent Agreement Confidential for Commission after the termination of this Agreement). The Agent shall be entitled to the Commission as long as a Customer continues to pay Cloud Central for until ongoing revenues diminish for three (3) consecutive months post termination; provided, however, the Agent shall cease to be entitled to any Commissions due to it as of the date of termination if this Agreement is terminated by Cloud Central for cause as hereinafter defined. As used herein, “cause” shall mean any breach of this Agreement by the Agent. In no event shall the above referenced list include any parties that were not identified to Cloud Central by the Agent as Potential Customers in writing prior to giving the termination notice.
The Agent must, as soon as reasonably practical but in any event within 30 days after the date of termination remove any reference to Cloud Central's name, trademarks or logos from the Agent’s documentation, stationery, business cards and all premises occupied or under the control of the Agent.

6. General
Confidentiality
The parties each agree that, unless they have the prior written consent of the other party, they will not use otherwise than for the purposes of this Agreement nor disclose (other than for the purpose of performing this Agreement or as required by law) to any third party, the terms and conditions of this Agreement or any information obtained from the other pursuant to or in the course of performing this Agreement which is not within the public domain. Each party undertakes to use its best endeavours to ensure that its employees, agents and subcontractors are aware of, and comply with, the provisions of this clause.

Notice
All notices given and requests made hereunder must be sent in writing and must be sent by email.
All notices to either party shall be delivered to their respective email address listed on file.
The parties may change their address by notice delivered to the other party. A notice shall be deemed to be effective if an automatic confirmation request is sent with the email and a confirmation confirming successful receipt is received by the device from which the email was sent.

Force Majeure
Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement if such delay or non-performance arises from any cause reasonably beyond its control including strikes, lockouts, riots, governmental action after the date of this Agreement, are, communication line failures, power failures, earthquakes or other disasters.

Waiver
No party will be deemed to have waived any right under this Agreement unless the waiver is in writing and signed by that party. A failure to exercise or delay in exercising any right under this Agreement will not operate as a waiver of that right.
Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision in this
Agreement.

Severability
Any unlawful or avoidable provision in this Agreement will be read down so as to be valid and enforceable Cloud Central Pty Ltd, Reseller Agent Agreement Confidential the validity, legality or enforceability of the remaining provisions, provided the reading down or severing does not materially affect the purpose of or frustrate this Agreement.

Assignment
Except as otherwise expressly provided in this Agreement, the obligations under this Agreement shall bind and benefit the successors and assigns of the parties hereto. Agent shall not assign this agreement without the prior written consent of Cloud Central.

Relationship
The Agent is acting as an independent contractor and no employment, partnership, or joint venture relationship is created by this Agreement. The parties hereby agree as follows:
(i) neither Agent nor anyone employed by or acting for or on behalf of Agent shall ever be construed as an employee of Cloud Central and Cloud Central shall not be liable for employment taxes respecting Agent or any employee of Agent;
(ii) Agent shall not make any commitment or incur any charge or expense in the name of Cloud Central without the prior written approval of Cloud Central;
(iii) Agent expressly acknowledges and agrees that except to the extent expressly provided herein, neither Agent nor anyone employed by or acting on behalf of Agent shall receive or be entitled to any consideration, compensation or
benefits of any kind from Cloud Central.

Remedies Cumulative
All rights and remedies available to either party under or for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one right or remedy shall not be, nor be deemed to be, an
election of such right or remedy at the exclusion of other rights and remedies.

Amendments
Any modification to or variation of this Agreement must be in writing and signed by authorized representatives of both
parties.

Governing Law
This Agreement is governed by the laws of the Australian Capital Territory, Australia shall have nonexclusive jurisdiction in any proceedings in relation to it.

Compliance with Laws and Regulations
The Agent shall act in a lawful, ethical and honest manner at all times in promoting and marketing and soliciting and procuring Cloud Central services to Potential Customers. The Agent shall in promoting and marketing the Services to, and soliciting and procuring orders for the Services, from Prospects act in accordance with all laws, statutes and
ordinances, all orders of Commissions, as well as other governmental authorities, to the extent such laws, statutes, ordinances, orders, policies, rules and regulations are applicable to the Services and Agent’s and/or Cloud Central’s
activities. Upon reasonable request of Cloud Central, the Agent shall promptly document its compliance with pertinent legal and regulatory requirements.

Entire Agreement
This agreement records the entire agreement between the parties relating to the matters dealt with in this agreement and supersedes all previous arrangements, whether written, oral or both, relating to such matters.
Cloud Central Pty Ltd, Reseller Agent Agreement Confidential, This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative