A copy of the Heads of Agreement is provided below for your reference.
Deed of Agreement dated this day
ALERT PROPERTY GROUP PTY LTD (Alert Property Group Pty Ltd atf Alert Property Group Trust)
The undersigned person as completed on the Schedule 2 form and the Licence Agreement (‘the Contractor’)
This Heads of Agreement sets out mutually agreed terms and conditions under which the Contractor intends to enter a Licence to Use Agreement (Easy Agent) with Alert Property Group Pty Ltd, for the supply of services by the Contractor in the Real Estate industry.
Scope of Agreement
This Heads of Agreement records the arrangements between the Contractor and the Company (Alert Property Group) under which the Contractor intends to enter into an Licence to Use Agreement for the supply of real estate services with Alert Property Group.
1. Term of Agreement
This Heads of Agreement commences on the date of this agreement and is valid for a period of the Licence Agreement term.
2. Supply by Resale or by Agent
2.1 Contractor's right to resupply
The Contractor warrants that it has the right to resell these Products and Services as supplied to the Contractor under this Agreement.
2.2 Obligations of Agents and Distributors
The Contractor may offer to supply a Product or Service through an agent or distributor of the Contractor provided that:
a) the agent or distributor offers to supply under the terms and conditions of the Contract; and
b) the Contractor guarantees the agent or distributor’s performance under the Contract as if the Contract had been entered into by the Contractor.
3. No Assurance of Orders
This Head Agreement does not mean that:
a) the Contractor has the right to be the sole supplier of a Product or Service to the Contract Authority or a Customer; or
b) any Customer will enter into a Contract with the Contractor.
4. Minimum Insurance Requirements
4.1 Minimum level of insurance
The Contractor will ensure that throughout the term of this Head Agreement it is insured with, or is a beneficiary under a party with, a reputable insurance company with respect to:
a) a broad form public liability insurance to the value of at least $10 million per claim; and
b) where the Contractor supplies Services, professional indemnity insurance to the value of at least $1 million per claim; and
c) where the Contractor supplies Products, product liability insurance to the value of at least $10 million per claim; in respect of liability for the Contractor’s performance under this Head Agreement.
4.2 Evidence of insurance
The Contractor will, on request, produce to the Contract Authority or any Customers with whom it has Contracts satisfactory evidence that the Contractor has effected and/or renewed insurance policies as required in clause 4.1 or that the Contractor continues to be a beneficiary under a particular insurance policy.
4.3 Absence of insurance
The Contractor will immediately advise the Contract Authority and any of its Customers if at any time during the term of this Head Agreement the Contractor ceases to have the benefit of an insurance policy as required in clause 4.1, whether through cancellation, lapse or otherwise.
5. Variation of Agreement
This Head Agreement shall not be varied except by agreement in writing signed by the Contract Authority and the Contractor.
6. Assignment and Novation
6.1 No assignment without consent
Neither party shall assign the whole or part of this Head Agreement without the prior written consent of the other party which shall not be unreasonably withheld.
6.2 No obligation to consent to novation
Where the Contractor proposes to enter into an arrangement which will require novation of this Head Agreement, it shall consult with the Contract Authority within a reasonable period prior to the proposed novation. The Contract Authority shall not be obliged to consent to any novation. Without limiting the foregoing, the Contract Authority may reject an assignment or novation of the Head Agreement if the other party is not endorsed under the Endorsed Supplier Arrangement.
The failure of either party to enforce this Head Agreement shall in no way be interpreted as a waiver of its respective rights under the Head Agreement.
8. Entire Agreement
This Heads of Agreement in conjunction with the online Intellectual Property Licence Agreement(Schedule 1) and Head of Agreement (Schedule 2) constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements and understandings relating to its subject matter, whether verbal or in writing.
To the nominated address as per Schecdule 2
10. Deemed receipt of communications
A notice or other communication is deemed to be received if:
a) sent by post, at the time it would have been delivered in the ordinary course of the post to the address to which it was sent; or
b) sent by facsimile, at the time which the facsimile machine to which it has been sent records that the communication has been transmitted satisfactorily (or, if such time is outside normal business hours, at the time of resumption of normal business hours);
c) sent by electronic mail, only in the event that the other party acknowledges receipt by any means;
d) sent by any other electronic means, only in the event that the other party acknowledges receipt by any means; or
e) delivered by hand, the party who sent the notice holds a receipt for the notice signed by a person employed at the physical address for service.
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