Definitions and Interpretation

In this Agreement, unless the contrary intention appears:

‘Agreement’ means this Agreement, formed by each of the documents listed in the Contract Details and including any additional Project Schedules and/or quotes added to the Agreement by the parties from time to time.

‘Commissioned Material’ means all material to be delivered to the Customer pursuant to a Project Schedule, including but not limited to one or more corporate videos, which is specifically identified in such Project Schedule as “Commissioned Material”.

‘Confidential Information’ means any information in any form whatsoever (including oral, written, and electronic information) of a personal, technical, business, corporate or financial nature of a Party that has either been marked as confidential or due to its character or nature, or manner of its disclosure, a reasonable person would consider to be as confidential. Without limitation, confidential information of the Customer includes Customer Data and confidential information of Organic Films includes the personnel, policies and creative and business strategies of Organic Films.

‘Customer Data’ means all data and information associated with the Customer that is entered, stored, generated, processed, handled or dealt with through, or in the course of, the Projects.

‘Customer Material’ means any material that the Customer supplies to Organic Films in order for Organic Films to complete the Project and includes without limitation Customer Data and third party material including without limitation third party material specifically requested by the Customer in writing and sourced by Organic Films.

‘Deposit’ means the sum specifically identified as the “Deposit” in a Project Schedule.

‘Force Majeure’ means a circumstance beyond the reasonable control of the Parties which results in a Party being unable to observe or perform on time an obligation under this Agreement. Such circumstances will include but will not be limited to acts of God including lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster; acts of war including acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; industrial action and the effects of any malicious software or data network attack.

‘Intellectual Property Rights’ means all intellectual property rights whether or not registrable, including patents, copyright, registered designs, trademarks and the right to have confidential information kept confidential; and any application or right to apply for registration of any of those rights.

‘Master Terms’ means these Master Terms and Conditions.

‘Organic Films Material’ means any material in which Intellectual Property Rights exist, written or otherwise, which is brought into existence by or on behalf of Organic Films in the course of, or in connection with, this Agreement; in which Organic Films owns or is licensed to use Intellectual Property Rights.

‘Non-excludable Condition’ means an implied condition or warranty the exclusion of which from a contract would contravene any statute (including the Competition and Consumer Act 2010 (Cth)) or cause any part of this Agreement to be void.

‘Party’ means either Organic Films or the Customer as the context dictates and ‘Parties’ means both of them.

‘Projects’ means the projects for the production of specified Commissioned Material, as set out in any Project Schedule to this Agreement (including any Project Schedule added to this Agreement by the parties from time to time).

‘Project Schedule’ means a document that specifies the details of a Project, including a description of the Commissioned Material and Project Schedule Terms.

‘Project Schedule Terms’ means terms and conditions included in a

Project Schedule that apply to the project specified in that Project Schedule, and are incorporated in this Agreement.

‘Project Price’ means the price of a Project as specified in a Project Schedule.

‘Tax’ means any and all taxes (including GST), duties and other charges imposed or levied by any authority in connection with this Agreement.

If there is an inconsistency between these Master Terms and any Project Schedule Terms, the Project Schedule Terms will apply to the extent of the inconsistency.

Duration

This Agreement will continue in force until terminated in accordance with these Master Terms.

Projects

During the term of this Agreement, Organic Films will make reasonable commercial efforts to complete all Projects:

(a) in accordance with the specifications in any Project Schedule as agreed and executed between Organic Films and the Customer;

(b) with appropriate care and skill; and

The Parties acknowledge that the scope of a Project may change, and accordingly any Project Schedule may be varied at any time, provided that such variation is:

(a) in writing;

(b) specifies any increase to the Project Price (including an increase to the Deposit, if required by Organic Films); and

(c) authorised by an authorised representative of both the Customer and Organic Films. Without limiting the generality of the foregoing, Organic Films is entitled to rely on any email received from an authorised representative of the Customer authorising a variation to a Project Schedule.

The Parties may agree to add further Project Schedules to this Agreement at any time. Additional Project Schedules may be confirmed by execution of such Project Schedules in writing by authorised representatives of each Party or by email from authorised representatives of each Party.

Organic Films reserves the right to vary any Project Price under any Project Schedule where the variation is required to reflect an increase in fees Organic Films must pay to any third party supplier, immediately from when the third party supplier increases its fees, provided that Organic Films must provide notice of the amended Project Price as soon as reasonably practical.

Organic Films may seek to renegotiate a Project Schedule, at any time by giving the Customer 14 days’ notice in writing. Organic Films will provide the Customer with reasons for seeking the renegotiation, and the parties must renegotiate the Project Schedule in good faith.

The Customer acknowledges that Organic Films will not have breached this Agreement if Organic Films is delayed in meeting any timeframe or other requirement under this Agreement to the extent caused by an act or omission of the Customer or any third party acting under the direction of the Customer (including subcontractors).

Charges and payment

Organic Films will charge the Customer the Project Price for each Project.

Unless otherwise agreed in a Project Schedule, Organic Films will invoice the Customer a 50% deposit and the remainder when the Commissioned Material is delivered.

Organic Films reserves the right to require that the Customer pays a Deposit, in which case the Project Price will be payable as follows: (a) the Deposit, on execution of a Project Schedule; and (b) the balance of the Project Price when the Commissioned Material is delivered.

Unless otherwise agreed, the Customer must pay each invoice from Organic Films in full within 7 days of issue of an invoice.

If Organic Films is directed by the Customer to expedite the delivery of certain Commissioned Material, and such expedited delivery requires Organic Films to incur additional costs by engaging additional human or technical resources, then those additional costs may be charged to the Customer at the rate notified to the Customer in writing by Organic Films.

The Project Price and any additional costs are exclusive of any Taxes and the Customer must pay any such Taxes applied to any invoice, or otherwise upon request.

The Customer must pay interest to Organic Films on any amount due and not paid by the Customer within the time required by this Agreement, at a rate of 8% per annum.

Pricing is valid for 30 days from the date of the estimate or quote.

Intellectual Property Rights

All Intellectual Property Rights in Organic Films Material are the exclusive property of Organic Films or its licensors or unless explicitly stated otherwise in a Project Schedule, nothing in this Agreement assigns or vests any Intellectual Property Rights in Organic Films Material to the Customer or any other person. For the avoidance of doubt, any material created in the course of a Project, including Commissioned Material and any adaptation or modification of any existing material, will on creation be deemed Organic Films Material.

The Customer may not adapt, modify, reproduce or sub-licence the Organic Films Material to any person without the express written approval of Organic Films.

Organic Films grants to Customer (or its nominee) an exclusive, perpetual, worldwide licence to all Intellectual Property Rights in the Commissioned Material, including the right to reproduce, modify and adapt the Commissioned Material.

The Customer acknowledges that the Commissioned Material may include third party material for which Organic Films is not able to grant a licence. Organic Films will notify the Customer of any limitations on the licence granted to the Customer in respect of the Commissioned Material.

Organic Films will indemnify the Customer against liability under any final judgement or settlement in proceedings brought by a third party against the Customer which determine that the Customer’s use of the Commissioned Materials constitutes an infringement in Australia of any of the third party’s Intellectual Property Rights.

Organic Films will not be required to indemnify the Customer unless the Customer:

(a) notifies Organic Films in writing as soon as practicable of any infringement, suspected infringement or claim alleging infringement;

(b) gives Organic Films the option to conduct the defence of such a claim including negotiations for settlement or compromise prior to the institution of legal proceedings;

(d) permits Organic Films to modify, alter or substitute the infringing part of the Commissioned Materials at its own expense in order to avoid continuing infringement, or authorises Organic Films to procure for the Customer the authority to continue the use and possession of the infringing Commissioned Materials.

Organic Films will not indemnify the Customer to the extent that an infringement, suspected infringement or alleged infringement arises from:

(a) use of goods or services provided by any third party;

(b) use of the Commissioned Materials in a manner or for a purpose not reasonably contemplated or not authorised by Organic Films;

(d) any transaction entered into by the Customer relating to the Commissioned Materials without Organic Films’ prior consent in writing; or

(e) an act or omission of the Customer (including any of its representatives) or any third party (other than one acting under the direction of Organic Films).

The Customer must indemnify Organic Films against any losses, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party against Organic Films alleging infringement of any of that third party’s Intellectual Property Rights if and to the extent:

(a) the claim relates in any way to Customer Material;

(b) the claim arises from an event specified in clause 5.5.7; or

(c) the ability of Organic Films to defend the claim has been prejudiced by the failure of the Customer to comply with any requirements of clause 5.5.6.

Confidentiality

Other than to their related companies, solicitors, auditors, insurers and accountants, a Party will not, without the prior written approval of the other Party, disclose the other Party’s Confidential Information.

A Party will not be in breach of clause 6.1 in circumstances where it is legally compelled to disclose the other Party’s Confidential Information.

Each Party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement, do not disclose the other Party’s Confidential Information.

Customer Material

Organic Films acknowledges that Customer Material is at all times, and will remain, the property of the Customer.

In order for Organic Films to fulfil its obligations under this Agreement, and only to the extent necessary to do so, the Customer grants to Organic Films a licence to use, reproduce, modify and communicate all Customer Material. Organic Films may sub-licence these rights to third party suppliers for the purpose of completing the Projects.

The Customer acknowledges that it is solely responsible for complying with all laws, including privacy laws and laws in respect of Intellectual Property Rights, of any relevant jurisdiction, that apply to the Customer Material, and the Customer warrants that Customer Material does not and will not infringe any such laws.

The Customer warrants and represents that it has the right to grant the licence to all of the Customer Material. The Customer acknowledges and agrees that Organic Films is entitled to rely upon this clause and any other representation made by the Customer (including by an authorised representative of the Customer) that it has the right to use the Customer Material. Without limiting the generality of the foregoing, Organic Films is not required to carry out any searches or do any other thing to confirm the Customer’s rights to the Customer Material.

Organic Films Employees

The Customer agrees and acknowledges that Organic Films:

(a) may engage employees, agents and contractors and third party suppliers as necessary for a Project; and

(b) reserves the right to select, remove or replace any employee, agent, contractor or third party supplier.

During the term of this Agreement and for 12 months after termination of this Agreement, the Customer must not solicit any person who is an employee of Organic Films or any of its related companies to leave the employment of Organic Films or its related companies.

Warranties and Representations

Except as expressly provided in the Agreement, Organic Films excludes from this Agreement all conditions, warranties and terms implied by statute, general law or custom, except any Non-Excludable Condition.

The Customer warrants that it has not relied on any representation made by Organic Films which has not been stated expressly in the Agreement, or upon any descriptions, illustrations or specifications contained in any document including any proposal, catalogues or publicity material provided by Organic Films.

Customer warrants that it must not use or allow another person to use any part of the Commissioned Material in a manner contrary to any law or for the transmission of content which is, or may be, defamatory.

Each Party warrants that it:

(a) will not purport to act on behalf of the other Party;

(b) must comply with any reasonable direction of the other Party to assist in complying with any legal obligation;

(d) must comply with all applicable laws, regulations and legal obligations.

Liability and Indemnity

Organic Films’ total liability to the Customer in contract, including for one or more breaches of any express term or terms of this Agreement (in aggregate), tort, statute, or otherwise, is limited to:

(a) where the liability arises from any failure by Organic Films to complete a Project in accordance with a Project Schedule, an amount equal to the total Project Price paid by the Customer to Organic Films in accordance with that Project Schedule during the 12-month period before the liability arose; or

(b) in any other case, an amount equal to the total amount actually paid by the Customer to Organic Films under this Agreement during the 12-month period before the liability arose.

Organic Films’ total liability to the Customer for a breach of any No Excludable Condition is limited, at Organic Films’ option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing the goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, the services in respect of which the breach occurred.

To the maximum extent provided by law, Organic Films excludes all liability to the Customer for lost profits, lost revenue, lost savings, lost business, loss of opportunity and any consequential or indirect loss arising out of an act or omission of Organic Films, even if:

(a) Organic Films knew that loss was possible; or (b) the loss was otherwise foreseeable.

The Customer indemnifies Organic Films from and against all losses, damages, liabilities, claims and expenses incurred (including but not limited to reasonable legal costs) arising as a result of:

(a) a breach by the Customer of this Agreement; and

(b) any negligent act or omission of the Customer or any of its employees, consultants, contractors, agents or representatives relating to this Agreement.

Suspension and Termination

Unless explicitly authorised by a term of this Agreement, this Agreement will remain in full force and effect while Projects are outstanding pursuant to any Project Schedule, and will continue after the completion of all Projects unless terminated by a party.

Without prejudice to its termination rights under this Agreement, Organic Films may suspend any Project, and Customer acknowledges that Organic Films will have no liability to Customer (under this Agreement or otherwise) arising from such suspension if:

(a) Customer fails to pay any correctly issued invoice by its due date; or

(b) Organic Films reasonably considers such suspension to be necessary to comply with any law or direction of a regulator or relevant authority.

Either Party may terminate this Agreement following the completion of all Projects under all Project Schedules by giving 14 days’ notice in writing to the other Party.

Without limiting the generality of any other clause in this Agreement, Organic Films may terminate this Agreement (including any or all Project Schedules) immediately by notice in writing if:

(a) the Customer is in breach of any term of this Agreement and such breach is not remedied within 14 days of written notice by Organic Films;

(b) the Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration; or

If notice is given to the Customer, Organic Films may, in addition to terminating the Agreement:

(a) retain any monies paid;

(b) charge a reasonable sum for work performed in respect of which work no sum has been previously charged;

(d) pursue any additional or alternative remedies provided by the law.

Organic Films may terminate this Agreement (including all Project Schedules) or any Project Schedule on 14 days’ notice in writing if:

(a) the Customer requires a variation to a Project; and

(b) Organic Films determines that it will not be able to complete the Project as varied, and notifies the Customer in writing; and

Organic Films may terminate this Agreement or any Project Schedule if any supplier of services to Organic Films ends its supply of such services to Organic Films, and Organic Films:

(a) considers in its sole discretion that:

(i) the ending of the supply of services to Organic Films is likely to inhibit Organic Films’ ability to complete a Project; and

(ii) it is not commercially or practically feasible to secure replacement services of a standard at least equal to the terminated services; and

(b) provides the Customer with as much written notice of termination as is practical in the circumstances.

If notice is given to the Customer, Organic Films’ sole liability to Customer arising from termination is the repayment of any Project Price that have been paid in advance after the date on which the Project is terminated.

The Customer may terminate a Project Schedule on 30 days’ notice in writing if:

(a) Organic Films materially fails to complete a Project in accordance with the Project Schedule; or

(b) Organic Films fails to comply with any obligation under this Agreement and such failure causes or is likely to cause the Customer either a substantial financial loss or a diminution of public image or reputation,

provided that, before giving any such notice of termination, the Customer must give Organic Films at least 14 days’ notice in writing to remedy the breach and such breach remains unremedied by the date of termination.

The parties acknowledge that clauses 5, 6, 8 and 10 and each clause required to make them effective continue after termination of this Agreement.

Force Majeure

Neither Party will be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.

If a delay or failure of a Party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended.

If a delay or failure by the Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may immediately terminate the Agreement on providing notice in writing to the other Party.

Sub-Contracts and Assignment

Organic Films may, without the consent of, or notice to, the Customer, assign or subcontract any of its obligations under this Agreement (including any Project Schedule).

Customer may not assign any part of this Agreement to any person without written consent of Organic Films.

Entire Agreement

This Agreement and the Project Schedules constitutes the entire agreement between the Parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

Except where otherwise explicitly permitted by a clause of this Agreement, the provisions of this Agreement will not be varied, except by agreement in writing signed by the authorised representatives of the Parties.

Notice

Any notice required under this Agreement (including any Project Schedule) to be supplied in writing must be delivered to the contract manager of the other Party:

(a) by hand, in which case the notice will be taken to be received at the time it is delivered;

(b) by prepaid post, in which case the notice will be taken to be received three business days after it is sent; or

(c) by email or fax, in which case the notice will be taken to be received unless the sender has reason to believe otherwise.

Assignment and Waiver

A party does not waive any right or relieve the other party of any obligation under this Agreement unless explicitly stated by the waiving party in writing.

Severability

If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, the Agreement will remain otherwise in full force apart from such provisions which will be deemed deleted.

Governing Law

This Agreement will be governed by and construed according to the law of the State of Victoria, and each party submits unconditionally to the jurisdiction of the courts of that State.

TERMS

AND

CONDITIONS