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Operational Capabilities and Implementation.

A.01 Operational Capabilities. Entuent Pty Ltd shall provide the personnel necessary to provide the services and meet or exceed the Service Levels defined in Schedule A.

A.02 Non-Guarantee. Notwithstanding the preceding paragraph, Entuent Pty Ltd does not fully guarantee that the full performance, or that the behaviour is in accordance with the Client’s expectations. Both the Client and Entuent Pty Ltd mutually agree that the human worker is an unpredictable variable that is difficult to control.

Proprietary Rights.

B.01 The Client's Intellectual Property. The Client hereby grants to Entuent Pty Ltd a non-exclusive, nontransferable, limited right to access and use, to the extent necessary, the Client's Intellectual Property solely for the purpose of performing the services.

B.02 The Client's Intellectual Property shall remain the property the property of the Client, including any improvements thereto, and Entuent Pty Ltd and its employees, personnel, contractors and agents (including any Worker) must not copy, disclose, licence, publish, transmit, upload, broadcast or distribute or otherwise transfer the Client's Intellectual property to any third person or corporation in any form whatsoever during the currency of this Agreement or after the expiry or termination of this Agreement except for unless with the prior written consent of the Client and subject to article 5.01.

B.03. Ban on Direct Hiring. At all times, the Client affirms that it shall not hire, pirate or pursue, for employment or otherwise, the Filipino personnel assigned by Entuent Pty Ltd to render services. Furthermore, the Client agrees not to directly transact with such Filipino human resource outside of Entuent Pty Ltd’s operational platform, to the exclusion of Entuent Pty Ltd. The Client acquiesces to sign any documents or take any other actions as may reasonably be necessary, or as Entuent Pty Ltd may reasonably request, to document this mutual understanding.

B.04 Trademarks. Entuent Pty Ltd's trademarks, service marks and trade names are the property of Entuent Pty Ltd, and the Client agrees that it shall not use any of Entuent Pty Ltd's trademarks, service marks or trade names without Entuent Pty Ltd's approval. Incidentally, the Client trademarks, service marks and trade names are the property of the Client, and Entuent Pty Ltd agrees that it shall not use any of the Client’s trademarks, service marks or trade names without the Client’s approval.

Entuent Pty Ltd & Client’s Data

C.01 Ownership of Data. All Entuent Pty Ltd data is, or will be, and shall remain the property of Entuent Pty Ltd and shall be deemed Confidential Information. Without Entuent Pty Ltd's approval, such data shall not be, (i) used by the Client for any other purpose, (ii) disclosed, sold, assigned, leased or otherwise provided to third parties by the Client or its agents, or (iii) commercially exploited in any manner by or on behalf of the Client. The same shall be applied to the Client’s data.

C.02 Return of Data. Upon request by Entuent Pty Ltd at any time during the term and upon expiration or termination of this Agreement, the Client shall (i) promptly return to Entuent Pty Ltd, in the format and on the media requested by Entuent Pty Ltd, all or any part of Entuent Pty Ltd’s data, and (ii) erase or destroy all or any part of the Entuent Pty Ltd Data in the Client's possession. In the same manner, Upon request by the Client at any time during the term and upon expiration or termination of this Agreement, Entuent Pty Ltd and the worker shall (i) promptly return to the Client in the format and on the media requested by the Client, all or any part of the Client data, and (ii) erase or destroy all or any part of the the Client Data in Entuent Pty Ltd and the worker’s possession.

Force Majeure.

D.01 Force Majeure. If and to the extent that Entuent Pty Ltd’s Filipino personnel’s performance of any of obligations pursuant to this Agreement is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God or any other similar cause beyond the reasonable foreseeable control of Entuent Pty Ltd or a labor strike, and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then Entuent Pty Ltd shall be excused for such hindrance, delay or non-performance, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and Entuent Pty Ltd continues to use its best efforts to recommence performance whenever and to whatever extent reasonably possible without delay, including through the use of alternate sources, workaround plans or other means; provided, however, that the use of such alternate sources, workaround plans or other means shall cease, upon the cessation of the Force Majeure Event.

Confidentiality

E.01 General Obligations. The recipient Party shall hold all Confidential Information relating to or obtained by the disclosing Party in strict confidence. Except as permitted by this Agreement, neither Party or its Agents shall disclose, publish, release, transfer or otherwise make available Confidential Information of, or obtained from the other in any form to, or for the use or benefit of, any person or entity without the disclosing Party's consent.

E.02 Unauthorized Acts. Without limiting either Party's rights in respect of a breach of this Article, each Party shall:

• a) Promptly notify the other Party of any unauthorized possession, use or knowledge, or attempt thereof, of the other Party's Confidential Information by any person or entity that may become known to such Party;
• b) Promptly furnish to the other Party full details of the unauthorized possession, use or knowledge, or attempt thereof, and assist the other Party in investigating or preventing the recurrence of any unauthorized possession, use or knowledge, or attempt thereof, of Confidential Information;
• c) Cooperate with the other Party in any litigation and investigation against third parties deemed necessary by the other Party to protect its proprietary rights; and,
• d) Promptly use its best efforts to prevent a recurrence of any such unauthorized possession, use or knowledge, or attempt thereof, of Confidential Information.

Limitation of Liability

Entuent Pty Ltd shall not be liable for, nor will the measure of damages include, any indirect, incidental, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to its Filipino personnel’s performance under this Agreement.

Entuent indemnifies the client for any financial losses caused by worker engaging in fraudulent or illegal activities. Pertinent to this, Entuent agrees to maintain professional indemnity insurance and provide yearly evidence in the form of a certificate of currency . The client will be able to show that they took all reasonable steps to ensure the security of their financial data including the use of password protection applications and monitoring of the workers activities.

Miscellaneous Provisions

F.01 Assignment. Neither Party shall, without the consent of the other Party, assign this Agreement or any amounts payable pursuant to this Agreement. This Agreement shall be binding on the Parties and their respective successors and permitted assigns. Any assignment in contravention of this subsection shall be void.

F.02 Notices. Except as otherwise specified in this Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when sent by e-mail, facsimile to the facsimile number specified below or delivered by hand to the address specified in each Party’s principal address.

F.03 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Agreement may be executed by facsimile.

F.04 Relationship. The Parties intend to create an independent contractor relationship and nothing contained in this Agreement shall be construed to create among the parties a relationship of partners, joint venturers, principals, agents or employees of the other. No officer, director, employee, agent, affiliate or contractor of the Client shall be deemed to be an employee, agent or contractor of Entuent Pty Ltd. The Client assumes sole and full responsibility for the acts of the officers, directors, employees, and contractors. Neither Party shall have any right, power or authority, express or implied, to bind the other.

F.05 Severability. If any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to law, invalid or otherwise unenforceable in any jurisdiction, then to the fullest extent permitted by law (a) the same shall not affect the other provisions of this Agreement, (b) such provision shall be deemed modified to the extent necessary in the tribunal's opinion to render such provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest extent the intent and agreements of the Parties set forth herein and (c) such finding of invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

F.06 Amendments. No amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless in writing and signed by an authorized representative of each of the Parties.

F.07 Governing Law. This Agreement and the rights and obligations of the Parties under this Agreement shall be governed by and construed in accordance with the Laws of Victoria, Australia, excluding any conflicts of law provisions in the Philippines.