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MYP Partner Agreement

PLEASE READ THE TERMS AND CONDITIONS OF THIS MYP CERTIFIED PARTNER AGREEMENT CAREFULLY. BY AGREEING TO THE TERMS OF THIS AGREEMENT,
YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT AS FROM THE DATE YOU SUBMIT YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT PROCEED.

These are the standard Terms & Conditions which apply to MYP Certified Partners (You and Your) introducing Subscribers to the Subscription
Service owned by myYardstick Holdings Pty Ltd (MYH, We, Us and Our) and distributed by Our Licensee MYP Corporation Pty Ltd (MYPCorp).

This Agreement applies in addition to and does not derogate from other terms and conditions that expressly apply to use of the Subscription
Service, or any other products or services supplied from, on or by MYH, MYPCorp or the Website.

OPERATIVE PROVISIONS

1. GRANT OF RIGHTS

   We grant to You the non-exclusive right from the date of Your acceptance of this Agreement until it is validly terminated to introduce
   or resell the Products to Subscribers as permitted by this Agreement.

2. CERTIFIED PARTNER STATUS

   As an MYP Certified Partner, you agree to be allocated the status of either MYP Partner or MYP Platinum Partner. Your obligations and
   rights as an MYP Partner or MYP Platinum Partner are as specified in this Agreement and Schedule. You agree that We have the right to
   vary your Status from MYP Platinum Partner to MYP Partner at any time at Our discretion when you fail to meet the Requirements and/or
   Sales Targets of the MYP Platinum Partner status as specified in this Agreement and Schedule.

3. AUTHORITY OF CERTIFIED PARTNER
   1. Relationship

      This Agreement establishes a relationship which is solely that of supplier and reseller of the Products and does not imply a relationship
      of partnership or joint venture agency or any relationship which would enable You to bind Us.

   2. Authorised Representations

      You may not make any representation regarding the Products to Subscribers which is not set out in Our published specifications
      and material with respect to the Products and the Documentation. Any contract put forward by You in connection with the Products
      shall be between the Subscriber and Us, unless otherwise agreed in writing.

   3. Subscriber Support

      We will provide user support to Subscribers and Users who have completed relevant Certified Product Training with Us.
      Where a user experiences a technical fault, MYPCorp will provide support through the online MYP Support module.

4. OBLIGATIONS OF CERTIFIED PARTNER
   1. Marketing and Promotion of Products
      1. You shall at Your own cost and expense use all commercial endeavours to promote and market the Products, seek orders for the
         Products, and carry out the other duties specified in this Agreement using all due care and in accordance with sound commercial
         principles and shall obey all Our instructions in relation to the intended use of the Products.
      2. You shall indemnify Us and keep Us indemnified against any and all loss, fees and costs incurred by Your breach
         of this Agreement by You including:
         1. any act or neglect or default by Your agents, employees or contractors;
         2. breaches resulting in any successful claim by any third party alleging libel or slander in respect
            of any claim in any approved documentation or any other matters arising from the resale of the Products
            PROVIDED THAT such liability has not been incurred by Us through any default on Our part in carrying out
            the terms of this Agreement.
      3. You shall pay all expenses of and incidental to performing Your obligations under this Agreement.
5. INTELLECTUAL PROPERTY RIGHTS
   1. Key terms
      1. Neither this Agreement nor any licence or sub-licence granted hereunder shall be construed to convey or transfer
         any ownership or proprietary interest in any Intellectual Property Rights in the Products, Documentation or the Marks
         to You or any third party.
      2. Except to the extent that We cannot prohibit such acts by law, You agree not to translate, adapt, vary, modify, disassemble,
         decompile or reverse engineer the Products and/or Documentation or create derivative works of the same for any purpose
         (including error correction or any other type of maintenance) without Our prior written consent.
      3. You undertake:
         1. not to cause or permit anything which may damage or endanger Our Intellectual Property Rights or Our
            title to them or assist or allow others to do so;
         2. not to cause or permit anything which may damage or endanger Our Intellectual Property;
         3. to notify Us of any actual, threatened or suspected infringement of Our Intellectual Property Rights;
         4. to notify Us of any claim by any third party that the Products infringe any Intellectual Property Rights of any third party;
         5. to take such reasonable action as We may direct at Our expense in relation to such infringement claim;
         6. to affix such notices and warnings to the Products or their packaging or advertising as We shall require.
      4. MYP acknowledges that where a Subscriber and/or a Partner contracts MYP to design, develop, create or construct a Business System or Business Systems, title in the contracted Business System or Business Systems, excluding MYP’s proprietary framework and the data that is associated with the contracted Business System or Business Systems, is transferred to the Business System Owner who contracted the Business System on the commercial terms specified in the contract and this Agreement until:
         1. termination of the Subscriber’s subscription; or
         2. lapse of the Subscriber’s subscription; or
         3. lapse or termination of their status as an MYP Partner.

         In the event of either termination or lapse of the Subscriber’s subscription or MYP Partner Status, all right, title or interest in Your Business System or Business Systems transfers to MYH, unless agreed in writing by MYH or MYPCorp to the contrary;

      5. You acknowledge that where You have agreed that Your Business System will be offered for Sale or Subscription in Our Marketplace to Our current or future Subscribers, Your Business System cannot be withdrawn from Our Marketplace for Sale or Subscription at any time without Our written agreement.
   2. License

      We grant to You a limited license to use the Intellectual Property Rights for the purposes of this Agreement but subject to the
      following restrictions:

      1. the license will be non-exclusive;
      2. You shall not have the right to appoint any sub-licensee; and
      3. You shall have no right to use the Intellectual Property Rights for any purpose other than as is expressly permitted by
         this Agreement.
   3. Introductions

      We grant to You a right to introduce other Certified Partners to Us. Where You introduce other Certified Partners to Us and the Introduced
      Certified Partner enters into this agreement with Us and the Introduced Certified Partner introduces Subscribers to Us, You will receive the
      Remuneration from these Subscriptions as specified in the Schedule in this Agreement.

   4. Assignment

      You hereby assign all Rights, title and interest absolutely both now and in the future to any Improvements and goodwill
      to Us and in doing so agree to execute all documents and do all things necessary including making full disclosure to assure
      this assignment.

   5. Third Party Claims

      We shall defend, at Our expense, any claim (the ‘Claim’), brought against You alleging that any Product and/or Documentation
      as acquired under this Agreement infringes an Intellectual Property Right of a third party. We shall pay all costs and
      damages awarded or agreed to in settlement of a Claim PROVIDED THAT You furnish Us with prompt written Notice of the
      Claim and provide Us with reasonable assistance and sole authority to defend or settle the Claim.

6. PRICES AND CHARGES
   1. Prices

      You shall resell the Products as directed by Us and in accordance with Our pricing policy which may be varied from time to time by Us.

   2. Remuneration

      We shall pay Your Remuneration in the manner specified in the Schedule in this Agreement from all completed Product sales by You.

7. WARRANTIES
   1. 1. We warrant that the Products shall function in accordance with their specifications as published from time to time by Us
         in the Documentation.
      2. We make no representation or warranty, express or implied, by way of example, of merchantability or fitness for any particular
         purpose. We shall not be held to any liability with respect to any claim by You or a third party on account of or arising from
         the use of the Products.
      3. We shall not be liable to the Certified Partner or any other party for any loss, damage, or injury that results from the use
         or application by You, a Subscriber, or any other party, of Products delivered to You. In no event shall We be liable to You
         or any other party for loss, damage, or injury of any kind or nature arising out of or in connection with these terms and conditions,
         or any agreement into which they are incorporated, or any performance or non-performance under these terms and conditions by Us,
         Our employees, agents or subcontractors, in excess of the net purchase price of the Products or services actually delivered to and
         paid for by You. In no event shall We be liable to You or any other party for indirect, special or consequential damages, including,
         but not limited to loss of goodwill, loss of anticipated profits, or other economic loss arising out of or in connection with Our
         breach of, or failure to perform in accordance with any of these terms and conditions, or the furnishing, installation, servicing,
         use or performance of any Products or information We shall provide hereunder, even if notification has been given as to the
         possibility of such damages. You hereby expressly waive any and all claims for such damages.
8. TERMINATION
   1. By Us

      We may terminate this Agreement by Notice if You:

      1. fail to have Subscribers enter into a direct arrangement with Us pursuant to Our Products License terms
         and conditions; or
      2. fail to pay all prices, charges and fees direct to Us when and as they are due where You have a direct arrangement
         with Subscribers and are purchasing Our Products and Services on behalf of the Subscriber; or
      3. fail to fulfil any Obligation hereunder despite Notice to You to fulfil such Obligation within fourteen (14) days of Notice; or
      4. the making or filing of an application to wind You up (otherwise than for the purpose of reconstruction
         or amalgamation) under any law or government regulation relating to bankruptcy or insolvency;
      5. the appointment of a receiver, agent or manager for all or substantially all of Your property;
      6. the making by You of an assignment, arrangement or composition whether formal or informal for the benefit of Your creditors;
      7. the institution by You of any proceedings for the liquidation or winding up of Your business;
      8. Your staff or representatives fail to implement lawful policies, procedures, systems or processes in relation
         to the training or coaching of Subscribers as specified by Us; or
      9. fail to attend or participate in Certified Partner meetings with Us as specified by Us.
   2. Consequences

      If We terminate this Agreement in accordance with clause 8.1, You shall:

      1. immediately return all Products, all Documents, promotional material brochures and other tangibles supplied Us to You and
         in Your possession;
      2. within one (1) week of the effective date of termination or expiration of this Agreement, deliver, transfer
         and return to Us all copies and stocks of all forms, stationery, business cards, advertising material and other
         printed matter within Your possession, power, custody or control, which bear Our trademarks;
      3. within one (1) week of the effective date of termination or expiration of this Agreement, delete all references, logos,
         information, images related to Us from Your website, emails and all other electronic formats associated with You and
         other electronic matter within Your possession, power, custody or control, which bear Our trademarks;
      4. immediately cease to use the Intellectual Property Rights and Confidential Information; and
      5. not hold Yourself out as having any Rights whatsoever in relation to the Products, the Intellectual
         Property Rights or any association with Us.
   3. In addition, in the event that this agreement is terminated, where You have a direct arrangement with Subscribers, these Subscribers
      will have their arrangement for use of the Product and Services transferred immediately to Us.
9. CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS

   You shall treat as confidential and not disclose to any third party or use on Your behalf any of Our Confidential Information which You
   may obtain under this Agreement, except that You may use such information to the extent necessary for the performance of this Agreement.

10. FORCE MAJEURE

    If a party is prevented, hindered or delayed from performing its Obligations under this Agreement (other than an Obligation to pay money)
    by an Event of Force Majeure, and that party notifies the other of the event, then as long as that situation continues, that party shall
    be excused from performance of the Obligation to the extent it is so prevented, hindered or delayed, and the time for performance of
    the Obligation shall be extended accordingly, but time shall continue to remain of the essence.

11. RETENTION OF TITLE

    All Products, tools, collateral, systems, methodologies etc supplied by Us to You under the terms of this Agreement shall remain Our
    sole and absolute property both in law and in equity until You shall have paid the agreed price and, during that time, You acknowledge
    that You are bailee of the Products for Us PROVIDED THAT no title shall pass in respect of software which is licensed only and any implied
    or actual licence hereunder is revoked upon non-payment.

    1. The Products shall be at Your insurable risk as soon as they are delivered by Us to Your premises or otherwise to Your order.
    2. Notwithstanding the above provisions, You shall be entitled to resell the Products in the ordinary course of the business but shall
       account to Us for the proceeds of sale.
12. GENERAL PROVISIONS
    1. Variation

       No variation of this Agreement nor consent to a departure by a party from a provision, shall be of effect unless it is in writing
       and signed by the parties or (in the case of a waiver) by the party giving it.

    2. Assignment

       You shall not be entitled to assign Your Rights or Obligations under this Agreement without Our prior written consent, which
       consent may be given or withheld, or given on conditions, that We, in Our absolute discretion, decide.

    3. Proper Law, Jurisdiction

       This Agreement is governed by and construed in accordance with the laws of Queensland, Australia.

    4. Severability

       If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable such provision shall be forced
       to the full extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not
       in any way be effected or impaired by it thereby.

    5. Entire Agreement

       This Agreement constitutes the entire agreement between the parties.

13. DEFINITIONS AND INTERPRETATION
    1. Definitions

       In this Agreement, unless the context or subject matter otherwise require:

       ‘Annual Partner Points’ means the annual points required by You to retain Partner Platinum status
       and the benefits of that status as specified in the Schedule;

       ‘Business System/s’ means any business or organisational activity, action, process, task, information, method, program, concept, technique and/or other proprietary knowledge that accesses, uses, incorporates, engages, integrates with and/or is developed with or uses MYH’s proprietary framework, program or module;

       ‘Business System/s Owner’ means any person, business, organisation, Partner or Subscriber who contracts MYPCorp to design, develop, create or construct a Business System or Business Systems;

       ‘Partner’means the MYP Certified Partner or MYP Partner;

       ‘Certified Product Training’ means training provided to Users on the Products by a trainer certified by Us that enables the Subscriber to access Level 2 support from Us;

       ‘Clear Funds’ means money that has been deposited with Us and is free of any encumbrance and can be used in any lawful
       manner determined solely by Us;

       ‘Confidential Information’ shall mean all the information relating to the Products including but not limited to:

       1. the pricing structure for the Products;
       2. business plans, marketing plans, information memorandums, product plans, source code and object code for the Products and trade secrets;
       3. all of Our other trade secrets and proprietary information relating to the Products, business affairs and finances
          or other information made available to You in confidence and designated as Confidential Information by Us on or before
          the date of such disclosure.

       The Confidential Information does not include any information that:

       1. is or becomes generally known within the Territory without breach of the terms of this Agreement or any other non-disclosure agreement;
       2. is required to be disclosed pursuant to the order or court or agency or government entity having jurisdiction over
          You; or
       3. is independently developed by You or is acquired by You from a third party through no act of wrongdoing or breach
          of any nondisclosure agreement by the Certified Partner or such third party.

       ‘Current Subscriber/s’ means a person, company, trust or other entity that has subscribed to the Products and who, at that
       time, are not in breach of any MYP website or subscription Terms and Conditions;

       ‘Documentation’ means all manuals, documents, brochures and technical information supplied by Us in relation to the Products;

       ‘Improvements’ means any improvement, modification, enhancement, derivative, application or use of the Products conceived,
       created or arising during or subsequent to Your access to the Intellectual Property Rights including all Future Rights to such
       Intellectual Property Rights;

       ‘Intellectual Property Rights’ means;

       1. jointly and severally any Rights as they relate to Our Confidential Information, trademarks or corporate indicia, the
          copyright, the design rights, the patent rights, the eligible layout rights, the Improvements; and
       2. any application or Right to apply for registration of any of the Rights referred to in the subclause (a) so far as they
          relate to, protect or form part of the Products.

       ‘Introduced Certified Partner’ means a person, company, trust or other entity who was introduced to Us by You and who has
       subsequently become Our Certified Partner;

       ‘MYP Products License’ means the standard terms and conditions entered into between Us and any Subscriber as detailed on Our
       website which may be varied by Us at any time in accordance with those terms and conditions;

       ‘Notice’ means a written notice, consent, approval, direction, order or other communication;

       ‘Obligation’ means any legal, equitable, contractual, statutory or other obligation, agreement, covenant, commitment, duty, undertaking or liability;

       ‘Products’ means MYP modules, apps, diagnostics, systems, reports, applications delivered in a Software-as-a-Service environment by Us and as they exist and are developed from time to time and over time;

       ‘Remuneration’ means the amount paid to Partners and/or Business System Owners as specified in the Schedule;

       ‘Right/s’ means an entitlement to ownership of property or some interest in either real or personal property;

       ‘Sales Target’ means the annual Product sales target for Certified Partners as specified in the Schedule in this Agreement;

       ‘Services’ means information, consulting, training, coaching, support and any other services provided by Us through Our staff, representatives, contractors or the MYP application;

       ‘Specified Persons’ means the person named as such in the Reference Schedule;

       ‘Subscriber’ means a person, company, trust or other entity that has subscribed to the Products;

       ‘Users’ means a person who has been granted access to the Products by a Current Subscriber.