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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
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If
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with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
The information contained below in Item 5.02 related to the Employment Agreement (as defined below), Separation Deed (as defined below) and the Consulting Agreement (as defined below)is hereby incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
The information contained below in Item 5.02 related to the Executive Contract (as defined below) is hereby incorporated by reference into this Item 1.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On July 22, 2026, SharonAI Holdings Inc. (the “Company”) entered into an employment agreement between the Company’s subsidiary, SharonAI Pty Ltd, and Anuj Goel as a guarantor of the agreement, pursuant to which Mr. Goel will serve as Chief Financial Officer of the Company (the “Employment Agreement”) commencing August 24, 2026. Pursuant to the Employment Agreement, Mr. Goel will receive (i) an annual base salary of AUD$650,000 (which is the USD equivalent of approximately USD$455,000 based on an exchange rate of AUD/USD $0.70), which may be increased from time to time at the discretion of the Company, (ii) eligibility to receive an annual short-term incentive award of up to 100% of his base salary, payable in cash and/or restricted stock units, at the discretion of the Company, and (iii) eligibility to receive an annual long-term incentive award of up to 200% of his base salary, payable in restricted stock units, at the discretion of the Company. In connection with his appointment, Mr. Goel was granted a sign-on award of restricted stock units with an aggregate grant value of AUD$1,352,000 (which is the USD equivalent of approximately $946,400 based on an exchange rate of AUD/USD $0.70), which vest in annual tranches over a five-year period from June 2027 through June 2031, subject to Mr. Goel’s continued employment with the Company on each applicable vesting date.
Mr. Goel will also be entitled to vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. The Employment Agreement is for an indefinite term, subject to an initial probationary period of six months. Either party may terminate the Employment Agreement by providing three months’ written notice (or, in the case of the Company, payment in lieu of such notice). The Company may also terminate the Employment Agreement immediately without notice for cause, including for serious misconduct, material breach or other grounds specified therein. During the probationary period, either party may terminate the Employment Agreement by providing one week’s written notice (or, in the case of the Company, payment of one week’s wages in lieu of notice). Upon the termination of Mr. Goel’s employment, Mr. Goel will be entitled to receive accrued but unpaid salary, superannuation contributions and any accrued but unused annual leave entitlements, in each case less applicable tax withholdings. The Employment Agreement also contains customary provisions relating to confidentiality, intellectual property assignment, post-termination restraints and non-compete obligations.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Mr. Goel, age 42, has over 20 years of investment banking experience at Macquarie Group, where he has served as Head of Technology, APAC at Macquarie Capital since 2012. Prior to that role, Mr. Goel served in Macquarie’s Venture Capital division from 2006 to 2011. Mr. Goel holds an actuarial foundation and has extensive experience in technology, media and telecommunications transactions, including Telstra’s approximately AUD$11 billion NBN transaction, WiseTech Global’s approximately AUD$3.2 billion acquisition of E2Open, and the PEXA initial public offering, among other technology-related capital markets transactions. Mr. Goel has significant experience supporting listed-company chief financial officers and boards of directors through reporting cycles, initial public offering roadshows and investor engagement.
There are no family relationships between Mr. Goel and any of our directors or executive officers. Except as set forth herein, there is no arrangement or understanding between Mr. Goel and any other persons pursuant to which Mr. Goel was appointed Chief Financial Officer of the Company. There are no related party transactions involving Mr. Goel that are reportable under Item 404(a) of Regulation S-K.
Resignation of Chief Financial Officer
On July 22, 2026, Timothy Broadfoot entered into an agreement to resign as Chief Financial Officer of the Company, effective August 24, 2026, and to terminate the Executive Employment Contract between himself, the Company and the Company’s wholly-owned, indirect subsidiary, SharonAI Pty Ltd (ACN 645 215 194) (“SharonAI Australia”), dated April 30, 2026 (the “Executive Contract”), effective August 31, 2026. In connection with Mr. Broadfoot’s resignation and the termination of the Executive Contract, the Company, SharonAI Australia, and Mr. Broadfoot entered into a Deed of Release (the “Separation Deed”), pursuant to which the parties agreed to resolve all matters relating to Mr. Broadfoot’s employment and the termination thereof.
Pursuant to the Separation Deed, Mr. Broadfoot is entitled to receive (i) accrued wages and superannuation, (ii) a discretionary short-term incentive payment of AUD$405,166 (which is the USD equivalent of approximately $283,616 based on an exchange rate of AUD/USD $0.70), and (iii) payment in lieu of any accrued but unused annual leave, in each case less applicable tax withholdings. In addition, the Separation Deed provides that 93,194 unvested restricted stock units previously granted to Mr. Broadfoot under the Company’s 2024 Omnibus Equity Incentive Plan and 2025 Omnibus Equity Incentive Plan will remain outstanding and continue to vest and be settled in accordance with the terms set forth in Schedule 2 of the Separation Deed, including applicable performance vesting conditions, notwithstanding the termination of Mr. Broadfoot’s employment, subject to Mr. Broadfoot’s continued compliance with the restrictive covenants set forth in his employment contract.
The Separation Deed also provides that Mr. Broadfoot will provide consulting services to the Company and its affiliates pursuant to a separate consultancy agreement (the “Consulting Agreement”), effective concurrently with the Separation Deed. The Separation Deed contains mutual releases, mutual non-disparagement obligations, confidentiality provisions and an acknowledgment that Mr. Broadfoot will continue to be bound by the restrictive covenants and continuing obligations under his employment contract.
The foregoing description of the Separation Deed and Consulting Agreement are qualified in their entirety by reference to the full texts of the Separation Deed and the Consulting Agreement, copies of which are attached hereto as Exhibit 10.2 and 10.3, respectively, are incorporated herein by reference.
Mr. Broadfoot’s resignation was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01 Regulation FD Disclosure.
On July 22, 2026, the Company issued a press release announcing the appointment of Mr. Goel as the Company’s incoming Chief Financial Officer. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Employment Agreement, dated July 22, 2026, by and among SharonAI Pty Ltd, SharonAI Holdings Inc. and Anuj Goel | |
| 10.2 | Deed of Release, dated July 22, 2026, by and among SharonAI Holdings Inc., SharonAI Pty Ltd and Timothy Broadfoot | |
| 10.3 | Consulting Agreement, dated July 22, 2026, by and among SharonAI Holdings Inc., SharonAI Pty Ltd and Timothy Broadfoot | |
| 99.1 | Press Release dated July 22, 2026 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this report and its exhibits that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHARONAI HOLDINGS INC. | ||
| By: | /s/ James Manning | |
| Name: | James Manning | |
| Title: | Chief Executive Officer | |
| Date: July 24, 2026 | ||
Exhibit 10.1
22 July 2026
Anuj Goel
47 Balls Head Rd
Waverton, NSW
Dear Anuj,
Employment offer with SharonAI Pty Ltd (ACN 645 215 194) (Employer)
Further to recent discussions, we are delighted to provide you with a new contract of employment to replace your existing contract of employment.
This letter sets out particulars of your new contract of employment. If you accept this offer of employment your employment contract (Contract) will be set out in:
| 1. | the terms of this letter; |
| 2. | the terms of employment (Terms), a copy of which is attached. |
This Contract will then replace any previous agreements about your employment, except that any existing accrued entitlements and your prior period of service will be recognised under this Contract. Your original commencement date for this purpose is set out in the particulars on the next page of this letter.
Please consider the terms of this Contract very carefully. The proposed Terms contain various undertakings on your part with respect to confidential information and post-termination conduct, in the event that your employment with us ends. Accordingly, it is important that you take the time required to carefully read all the documents and take independent legal advice if there is any aspect that is unclear to you.
Whilst you will be employed by SharonAI Pty Ltd, SharonAI Pty Ltd’s parent company SharonAI Holdings Inc has agreed to guarantee particular obligations of SharonAI Pty Ltd in respect of your employment and accordingly, Sharon AI Holdings Inc is a party to this Contract to the extent of the guarantee provided.
Should you wish to accept this new Contract, you must:
| (a) | initial each page of the Terms; |
| (b) | sign a counterpart of this letter where indicated; and |
| (c) | deliver the initialled Terms and the counterpart signed copy of this letter to us within 7 days of the date of this letter. |
Your employment under this Contract is otherwise then intended to start on the contract commencement date set out in the particulars on the next page of this letter.
The particulars of our offer of employment are as follows:
| 1. | Job title/role | You are employed as Chief Financial Officer on a full-time basis. | |||
| 2. | Contract commencement date | The commencement date of your employment under this Contract is 24 August 2026 | |||
| 3. | Job description | Your duties will include the duties set out in your Job Description and other such duties determined by the Employer from time to time. | |||
| 4. | Supervisor | You will report to the CEO | |||
| 5. | Remuneration |
You will be paid an annual base salary of $650,000.00 AUD (Annual Salary).
Subject to the Terms, this is the total remuneration paid to you. |
|||
| 6. | Review of Annual Salary |
The Annual Salary may be reviewed each year.
The Review (and any increase to the Annual Salary) is subject to several factors, including: |
|||
| (a) | your performance; | ||||
| (b) | the performance of the Employer; and | ||||
| (c) | current market conditions. | ||||
| For the avoidance of any doubt, the Employer is under no obligation to increase the Annual Salary, as part of any Review, and your Annual Salary may remain the same. | |||||
| 7. | Discretionary bonus scheme |
STI Award
You are eligible for a variable incentive of up to 100% of your Base Remuneration, payable in cash and/or RSUs, subject to annual performance outcomes and Company discretion. |
|||
| 8. | Discretionary Offer of Shares |
The company operates the 2025 Omnibus Equity Incentive Plan (Plan), or other such plan as modified, amended or replaced from time to time. Under the terms of this plan, employees are awarded Restricted Stock Unit (RSU’s) as part of Long-Term Incentive (LTI) program.
LTI Award
You will be eligible for 200% of your Base renumeration, which will be award in the form of RSU’s. |
|||
| ii |
| 9. | Sign On Bonus |
As
a sign-on incentive, the Employee will be granted Restricted Share Units (RSUs) with an aggregate
grant value of AUD
The RSUs will vest in the following tranches, subject only to the Employee remaining employed by the Company on the applicable vesting date: |
| Vesting Date | RSU Grant Value (AUD) | |||
| June 2027 | $ | 229,000 | ||
| June 2028 | $ | 344,000 | ||
| June 2029 | $ | 350,000 | ||
| June 2030 | $ | 271,000 | ||
| June 2031 | $ | 158,000 | ||
| Total | $ | 1,352,000 | ||
| The Sign-On RSU Award is intended to compensate the Employee for deferred equity forfeited on joining the Company. If the Employee’s employment is terminated by the Company without Cause or due to redundancy prior to a vesting date, any unvested RSUs will continue to vest in accordance with the above schedule. If the Employee resigns or their employment is terminated for Cause before a vesting date, any unvested RSUs will immediately lapse. | ||||
| 10. | Pay day | Currently on the 15th day of each month but may change from time to time. | ||
| 11. | Location of work | Your location of work is either Sydney or North Sydney, New South Wales or any other location as the Employer may require from time to time on a temporary or permanent basis. You will be allowed to work from home (WFH) in accordance with the workload and requirements of your role. | ||
| 12. | Superannuation | In addition to the Annual Salary, you will receive superannuation contributions in line with the minimum compulsory contribution rate required to be paid by the Employer, in accordance with applicable legislation. | ||
| 13. | Hours of work |
Your hours of work are made up of at least 38 hours per week (plus reasonable additional hours as are necessary for the proper performance of your duties) (Work Hours).
You may be required to work other reasonable additional hours, in addition to the Work Hours, from time to time, including outside the abovementioned times, as appropriate.
Subject to the Terms, the Annual Salary is deemed to cover payment for the overall performance of the job. |
||
| 14. | Probationary period | 6 Months |
| iii |
| 15. | Annual leave & long service leave | You are entitled to statutory annual leave and long service leave entitlements. | ||
| 16. | Paid personal/carers leave (including sick leave) | You are entitled to statutory personal/carers leave (including sick leave). | ||
| 17. | Unpaid parental leave (including maternity leave) | You are entitled to statutory unpaid parental leave (including maternity leave). | ||
| 18. | Terms and conditions | The attached terms and conditions form part of your employment contract with the Employer. |
The National Employment Standards (NES) which govern the majority of employees commenced on 1 January 2010. The NES are minimum entitlements which are intended to apply to all private sector employees regardless of whether they are covered by a modern award, agreement or contract. The 10 matters covered by the NES include:
| ● | maximum weekly hours of work; |
| ● | requests for flexible working arrangements; |
| ● | parental leave; |
| ● | annual leave; |
| ● | personal/carer’s leave and compassionate leave; |
| ● | community service leave; |
| ● | long service leave; |
| ● | public holidays; |
| ● | notice of termination or redundancy pay; and |
| ● | the provision of a Fair Work Information Statement to employees. |
Please find enclosed a copy of the Fair Work Information Statement. It contains information about the NES, modern awards, agreement-making, the right to freedom of association, termination of employment, individual flexibility arrangements, rights of entry, transfer of business, and the respective roles of the Fair Work Commission and the Fair Work Ombudsman.
If any term of this employment contract is less favourable to you than the National Employment Standards, the National Employment Standards will prevail over the term to the extent that the term is less favourable. However, the NES does not form part of, and are not incorporated into, these Terms.
Yours faithfully
SharonAI Pty Ltd
Encl
| iv |
I hereby accept the above terms and conditions of employment with the Employer and acknowledge that this Contract will replace any previous agreement regarding the terms of my employment with the Employer:
| /s/ Anuj Goel | 7/22/2026 | |
| Signature | Date |
| SIGNED for and behalf of SHARONAI PTY LTD ACN 645 215 194 by an authorised representative: | ||
| /s/ James Manning | James Manning | |
| Signature of authorised representative | Name of authorised representative | |
| (please print) |
| EXECUTED by SHARONAI HOLDINGS | |
| INC by its authorised signatory: | |
| /s/ James Manning | |
| Signature of signatory | |
| James Manning | |
| Name of signatory (please print) |
| SHARONAI PTY LTD |
| (the Employer) |
| TERMS OF EMPLOYMENT |
| 1. | Corporate Structure | 1 | |
| 2. | Period of Employment | 1 | |
| 2.1 | Letter of Offer and acceptance | 1 | |
| 2.2 | Probation | 1 | |
| 2.3 | Following probationary period | 1 | |
| 3. | Your Responsibilities | 1 | |
| 3.1 | Duties and responsibilities of Employees | 1 | |
| 3.2 | Job Description and job directions | 2 | |
| 3.3 | Operational requirements of the Employer and working conditions | 2 | |
| 3.4 | Other employment | 2 | |
| 3.5 | Confidentiality | 2 | |
| 3.6 | Secrecy | 3 | |
| 3.7 | Media and other communications | 3 | |
| 3.8 | Monitoring and surveillance/Information technology | 3 | |
| 3.9 | Pecuniary interests | 3 | |
| 3.10 | Ability to perform duties | 4 | |
| 3.11 | Work rights | 4 | |
| 3.12 | Medical examination | 4 | |
| 4. | Employee Benefits | 4 | |
| 4.1 | Annual leave | 4 | |
| 4.2 | Long service leave | 5 | |
| 4.3 | Paid personal/carers leave (including sick leave) | 5 | |
| 4.4 | Parental leave and compassionate leave | 5 | |
| 4.5 | Community service leave | 5 | |
| 4.6 | Family and domestic violence leave | 6 | |
| 4.7 | Public holidays | 6 | |
| 5. | Remuneration | 6 | |
| 5.1 | All entitlements included | 6 | |
| 5.2 | Expenses | 6 | |
| 6. | Ending (Terminating) the Employment | 7 | |
| 6.1 | By the Employee | 7 | |
| 6.2 | By the Employer upon giving notice | 7 | |
| 6.3 | By the Employer for proper cause | 7 | |
| 6.4 | Suspension | 8 | |
| 6.5 | Documents and other property of the Employer | 8 | |
| 6.6 | Resignation of directorships | 8 | |
| 6.7 | Authorised deductions | 9 | |
| 6.8 | Non disparagement and representations | 9 | |
| 6.9 | Gardening leave | 10 | |
| 7. | Restrictive Covenants after Termination of Employment | 10 | |
| 7.1 | Post termination restraint and non compete | 10 | |
| 7.2 | Damages for restraint | 11 | |
| 7.3 | Definitions | 12 | |
| 8. | Ownership of Intellectual Property | 13 | |
| 8.1 | Ownership of Intellectual Property | 13 | |
| 8.2 | Moral Rights | 13 | |
| 9. | Privacy | 14 | |
| 10. | Policies | 14 | |
| 11. | Social Media | 14 | |
| 12. | Survival | 14 | |
| 13. | Applicable Law | 14 | |
| 14. | Complying with Terms, Rules, Regulations and Legal Requirements | 14 | |
| 15 | General | 15 | |
| 16 | Definitions | 15 | |
| 1. | Corporate Structure |
SharonAI Pty Ltd (ACN 645 215 194) is the Employer. SharonAI Inc is the parent company of the Employer and guarantees particular obligations of the Employer in respect of your employment.
| 2. | Period of Employment |
| 2.1 | Letter of Offer and acceptance |
Should you accept the offer of employment made in the Letter of Offer, your contract of employment with the Employer will comprise the Letter of Offer and these Terms.
Acceptance of the employment offer made in the Letter of Offer is subject to your acceptance of these Terms.
| 2.2 | Probation |
| (a) | If your initial employment is subject to a probationary period: |
| (1) | during the probationary period, either party may terminate these Terms by giving to the other one (1) week’s notice in writing or in the case of the Employer paying one (1) week’s wages in lieu of notice; |
| (2) | the Employer may extend the probationary period set out in the Letter of Offer for a reasonable period (of which you will be advised in writing). |
| (b) | For the avoidance of any doubt, no notice is required under clause 2.2 if the Employer terminates your employment for proper cause under clause 6.3. |
| 2.3 | Following probationary period |
Following expiration of any probationary period, subject to neither party exercising the rights to terminate these Terms under clause 2.2, your employment is confirmed and may be terminated only under clause 6.
| 3. | Your Responsibilities |
| 3.1 | Duties and responsibilities of Employees |
You must:
| (a) | well and faithfully serve the Employer and use your best endeavours to promote the interest and welfare of the Employer; |
| (b) | preserve and enhance the goodwill, business and reputation of the Employer and any Related Entity; |
| (c) | comply with all laws that are relevant to the work performed under these Terms; |
| (d) | if required, in pursuance of your duties, undertake work not only for the Employer but also for any Related Entity, as the Employer may from time to time require; and |
| (e) | not bind or attempt to bind the Employer or any Related Entity to any agreement except as authorised by these Terms. You agree to indemnify the Employer or any Related Entity in respect of all unauthorised representations or agreements that you make and for which you do not have any express authority. |
| 1 |
| 3.2 | Job Description and job directions |
Your duties include the duties set out in your Job Description and such other duties as the Employer may require from time to time. You must carry out your duties, efficiently and diligently, in accordance with such lawful orders, instructions and directions as the Employer may from time to time reasonably and lawfully give to you.
| 3.3 | Operational requirements of the Employer and working conditions |
The Employer retains the right to change your position, your location of work, your Job Description, your duties the operational procedures of the Employer and working conditions of employees, at any time, to bring about any structural or administrative change to the business of the Employer or provide a safe and healthy work environment for employees.
| 3.4 | Other employment |
You must not engage or be concerned (either directly or indirectly and either alone or jointly) in any capacity with any Person, including employment, consultancy or agency, which is in any way related to the business of the Employer including for a Competitor, unless you first obtain the consent in writing of the Employer.
| 3.5 | Confidentiality |
| (a) | You must not, during or after the period of your employment with the Employer, except in the proper course of your duties or as permitted by the Employer in writing or as required by law, use for your own benefit or gain, divulge to any person, firm, company or other organisation whatsoever, or use any trade secret or any Confidential Information belonging to the Employer including but not limited to information regarding: |
| (1) | the business or financial arrangements or position of the Employer or any Related Entity of the Employer; | |
| (2) | without limiting the generality of clause 3.5(a)(1), any computer programs, templates, patterns, models or designs created by you during the course of your employment with the Employer or otherwise, technical data, trade secrets, business processes or corporate information, financial information, manuals or computer software and know-how; | |
| (3) | details of suppliers of the Employer or any Related Entity, including details of the agreements and arrangements with suppliers; | |
| (4) | details of Clients of the Employer or any Related Entity including client relationship details, client files and client lists; | |
| (5) | any of the dealings, transactions or affairs of the Employer or any Related Entity of the Employer. |
| (b) | You must, during and following the period of your employment with the Employer, use your best endeavours to prevent the publication, use or disclosure of any such trade secret or Confidential Information. |
| (c) | Any Confidential Information which is disclosed by you in accordance with these Terms, must only be done to the limited extent it is necessary, to Persons who: |
| (1) | have been approved by the Employer, to receive such information; |
| (2) | are aware and agree that the Confidential Information must be kept confidential; and |
| 2 |
| (3) | sign and agree to be bound by the terms of any confidentiality agreement, as may be required by the Employer to be signed, from time to time. |
| (d) | If you are uncertain about whether information is Confidential Information, you must immediately ask your supervisor or the Employer. Until you receive an answer, you must treat that information as Confidential Information. | |
| (e) | Upon the termination of your employment with the Employer, you must not: |
| (1) | represent yourself as being in any way connected with or interested in the business of the Employer; or | |
| (2) | at any time without the written authority of the Employer, divulge to any person any information in connection with the Employer or any of the businesses or customers or Clients of the Employer which you may have acquired during your employment. |
| (f) | You acknowledge that a breach of this clause may cause the Employer or any Related Entity (whichever is applicable) irreparable damage for which monetary damages would not be an adequate remedy. Accordingly, in addition to other remedies, the Employer or any Related Entity (whichever is applicable) may seek and obtain injunctive relief against such a breach or threatened breach. | |
| (g) | You will fully indemnify the Employer in respect of any and all loss, damage, claims, liability, cost and expenses, of any kind, suffered or incurred by the Employer as a result of your breach of this clause, in any way, including, but not limited to, any disclosure by you of any Confidential Information to any Person(s), other than is authorised under these Terms. |
| 3.6 | Secrecy |
To the extent permitted by law, you agree not to disclose the content of these Terms (other than the remuneration provisions) to any third party whatsoever except for the purpose of obtaining legal advice or compliance with the obligations of a party under any legislation.
| 3.7 | Media and other communications |
Unless expressly authorised by the Employer in writing you are prohibited from dealing with the media of whatever kind and are not authorised to give details regarding the Employer or its operations.
| 3.8 | Monitoring and surveillance/Information technology |
As a condition of using the Employer’s communication and information technology systems you consent to the Employer carrying out continuous monitoring, recording and surveillance of all communications, and all use of, information technology systems and electronic resources (including telephone conversations, emails and internet access) in the course of your employment and when using resources of the Employer outside work.
| 3.9 | Pecuniary interests |
You must not have any direct or indirect pecuniary interests that would in the reasonable opinion of the Employer in any way compromise the performance of your duties under these Terms. In particular, you must not hold any position for monetary or other reward which would conflict with your responsibilities to the Employer or cause loss, detriment or embarrassment to the Employer.
| 3 |
| 3.10 | Ability to perform duties |
| (a) | You warrant to the Employer that there are no limitations on your ability to fully perform all of your duties and responsibilities for the Employer, including limitations arising from any medical restrictions or any prior employment. | |
| (b) | You warrant to the Employer that you are able to perform the physical requirements and any other inherent requirements of the position. You consent to providing the Employer with all information (in writing and prior to signing these Terms) regarding any medical restrictions that may affect your ability to perform the position. The purpose of the Employer obtaining this information is to determine that you are able to safely perform the duties of this position and other related purposes. | |
| (c) | You warrant to the Employer that you will not breach continuing obligations arising from any prior employment in the performance of your duties and responsibilities for the Employer, including confidentiality obligations. | |
| (d) | You warrant to the Employer that any information provided by you to the Employer prior to signing these Terms is true and correct to the best of your knowledge. | |
| (e) | Any breach of the provisions contained in this clause will constitute grounds for immediate termination of your employment. |
| 3.11 | Work rights |
Your ongoing employment is conditional on you having the right to work in Australia at all times during your employment. The Employer may require you to provide documents evidencing your right to work in Australia.
| 3.12 | Medical examination |
| (a) | If you suffer from or the Employer reasonably believes that you suffer from an illness or injury of any type and the Employer believes that work health and safety risks may arise as a result of you performing work, the Employer may require you to attend a medical examination to determine the extent of such risks (if any). | |
| (b) | You consent to the doctor conducting such a medical examination and providing a medical report and any other information to the Employer. You also agree to sign any medical authority that a medical practitioner may require before releasing information to the Employer. |
| 4. | Employee Benefits |
| 4.1 | Annual leave |
| (a) | You are entitled to annual leave in accordance with the relevant legislation and any applicable modern award (if any). | |
| (b) | Annual leave may be taken for a period agreed between you and the Employer. | |
| (c) | The Employer may not grant annual leave during peak business times, and you agree that any refusal by the Employer to grant you leave during these times is reasonable. | |
| (d) | The Employer may require you to take paid annual leave in particular circumstances, including during all or part of any annual shutdown period of the Employer. |
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| 4.2 | Long service leave |
You are entitled to long service leave in accordance with the relevant legislation.
| 4.3 | Paid personal/carers leave (including sick leave) |
| (a) | You are entitled to paid personal/carers leave (including sick leave) in accordance with the relevant legislation, and the policies and procedures of the Employer. Currently, that entitlement is ten (10) days for each year of service (which accrues progressively during a year of service according to your ordinary hours of work). | |
| (b) | If you have not used all of your allowed personal leave and if you are absent from work on account of personal illness or on account of injury by accident you shall be entitled to leave of absence without deduction of pay subject to the following conditions and limitations: |
| (1) | you shall not be entitled to paid leave of absence for any period in respect of which you are entitled to worker’s compensation payments; |
| (2) | you shall as soon as reasonably practicable and prior to the ordinary hours of the first day or shift of such absence, telephone the Employer to advise of your inability to attend for duty and as far as practicable state the nature of the injury or illness and the estimated duration of the absence; and |
| (3) | you must prove to the satisfaction of the Employer that you were unable on account of such illness or injury to attend for duty on the day or days for which sick leave is claimed. |
| (c) | If you have exhausted your paid personal leave entitlements under this clause and you comply with the relevant statutory notice requirements, you are entitled to an additional two days’ unpaid carer’s leave per occasion in the event of illness or injury of, or an unexpected emergency affecting, an immediate family member or member of your household. The two days’ unpaid carer’s leave must be taken consecutively unless otherwise agreed between you and the Employer. | |
| (d) | If you need (or needed) to take personal leave (paid or unpaid) in accordance with this clause, you must notify the Employer of the need as soon as practicable. The Employer reserves the right to require you to submit a medical certificate or statutory declaration for any personal leave you take (paid or unpaid) in accordance with the relevant legislation as amended from time to time. | |
| (e) | For the purpose of this employment contract, immediate family means your spouse (including former, defacto and former defacto) or child, parent, grandparent, grandchild or sibling of you or your spouse. | |
| (f) | For the avoidance of any doubt, you are not entitled to be paid out any accrued but untaken personal/carer’s leave on termination of your employment with the Employer. |
| 4.4 | Parental leave and compassionate leave |
The Employer will grant parental leave and compassionate leave in accordance with the relevant legislation, and the policies and procedures of the Employer.
| 4.5 | Community service leave |
You will be entitled to community service leave in accordance with the relevant legislation as amended from time to time.
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| 4.6 | Family and domestic violence leave |
You will be entitled to paid family and domestic violence leave in accordance with the relevant legislation as amended from time to time.
| 4.7 | Public holidays |
| (a) | You are entitled to all public holidays as proclaimed without loss of pay, where the public holiday falls on a day on which you would normally be required to work. | |
| (b) | Where there is a need for work to be performed on a public holiday, the Company may request that you attend work. You may only refuse the request if you have reasonable grounds for doing so. |
| 5. | Remuneration |
| 5.1 | All entitlements included |
| (a) | You acknowledge and agree that the totality of the remuneration payable under these Terms, however described (Total Remuneration) compensates you for all work performed and includes all payments and benefits the Employer is legally obliged to provide. | |
| (b) | You acknowledge that your Total Remuneration is inclusive of a basic rate of pay that is at least equal to the minimum rate under a modern award or the national minimum wage, whichever is applicable to you, for each hour worked including but not limited to, reasonable additional hours, entitlements to payment on breaks, overtime rates, loadings (including but not limited to annual leave loading and shift loading), penalty rates, allowances and any other entitlement which may be or become due to you under any relevant modern award, industrial agreement or statute that may apply to you. | |
| (c) | For the avoidance of any doubt, the Total Remuneration is specifically set-off against, applies to and absorbs any minimum entitlements or other benefits that you are or may become entitled to for work performed during any and all pay periods, including but not limited to, any minimum wages or pay rates, entitlements to payment on breaks, overtime rates, loadings (including but not limited to annual leave loading and shift loading), penalty rates, allowances and any other entitlement which may be or become due to you under any relevant modern award, industrial agreement or statute that may apply to you. | |
| (d) | If at any time you are entitled to any payment or other benefit as a consequence of the employment, whether under any relevant modern award, industrial agreement or statute, you agree that the payment or benefit is calculated at the applicable minimum rate of pay in the industrial agreement, any relevant modern award or statute. | |
| (e) | You will not be paid less than the amount that you would otherwise be entitled to receive under any applicable modern award, industrial agreement or statute. |
| 5.2 | Expenses |
You shall be entitled to reimbursement of such expenses that are incurred by you, with the prior written consent of the Employer, in performing your duties under these Terms. For the avoidance of any doubt, evidence of such expenses (such as original receipts) is required before any reimbursement will be made to you.
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| 5.3 | Salary sacrifice |
Subject to any legal requirements, you may request to salary sacrifice a portion of your pre-tax Total Remuneration including, for example, by requesting that the Employer pays a portion of your pre-tax Remuneration into your nominated superannuation fund or applies it against payments for a motor vehicle.
| 6. | Ending (Terminating) the Employment |
| 6.1 | By the Employee |
You may terminate your employment with the Employer by giving three (3) months notice in writing to the Employer.
| 6.2 | By the Employer upon giving notice |
| (a) | The Employer may terminate your employment by giving three (3) months notice in writing or payment in lieu of notice. |
| 6.3 | By the Employer for proper cause |
| (a) | The Employer may terminate these Terms at any time without prior notice if you: |
| (1) | commit any serious or persistent breach of any of the provisions of these Terms; |
| (2) | are guilty of any serious misconduct or wilful neglect in the discharge of your duties; |
| (3) | become of unsound mind; |
| (4) | are convicted of any criminal offence other than an offence which in the reasonable opinion of the Employer does not affect your position as employee of the Employer; |
| (5) | breach the alcohol and drug policy of the Employer while performing your duties; or |
| (6) | do anything which would justify summary dismissal at common law. |
| (b) | Serious misconduct for the purposes of clause 6.3(a)(2) which will result in instant dismissal includes any of the following: |
| (1) | physical violence or fighting, provoked or otherwise; |
| (2) | wilful misuse of or damage to the property of the Employer; |
| (3) | failure to observe safety rules; |
| (4) | unauthorised possession of the property of the Employer; |
| (5) | possession, consumption or being under the influence of illicit drugs on or off the premises of the Employer during working hours including meal breaks; |
| (6) | refusal to perform work assigned in accordance with your Job Description, unless such refusal is lawful; |
| (7) | serious breaches of the policies of the Employer; |
| (8) | wilful disobedience; |
| (9) | abandonment of employment; |
| (10) | dishonesty; |
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| (11) | sexual harassment; |
| (12) | criminal conduct whether inside or outside the workplace; |
| (13) | being convicted with a serious criminal offence, resulting in a custodial sentence; |
| (14) | any conduct, which results in serious physical harm to a fellow employee, customer, Client, third party or agent of the Employer; |
| (15) | engaging in deliberate conduct which has the potential, in the opinion of the Employer, to seriously compromise in any way the safety of any employees, customers, Client, third parties or agents of the Employer; |
| (16) | any wilful conduct, actions or communications which are likely to materially damage the business or the reputation of the Employer or the reputation of any officer of the Employer including making any such written or verbal communication or statement by a medium including radio, television, internet, chat room, email, website or otherwise; and |
| (17) | use or conversion for your own benefit of any money, information or property belonging to the Employer or any of its customers, or assist any others in such behaviour. |
| 6.4 | Stand down |
| (a) | The Employer has the right to stand you down without pay for any day you cannot do your usual work for any reason, including any strike, breakdown in machinery or circumstances outside the Employer’s control such as pandemics or other natural disasters. |
| 6.5 | Suspension |
| (a) | The Employer may suspend you, with or without pay, while investigating any matter that the Employer reasonably believes could lead to the Employer exercising its rights to terminate your employment or taking other disciplinary action against you. |
| (b) | During any period of suspension, the Employer is not required to provide you with any work, and the Employer may: |
| (1) | restrict your access to the Employer ‘s premises; |
| (2) | require you to return any property of the Employer, including any Confidential Information; |
| (3) | restrict your ability to access the Employer ‘s computer systems; and/or |
| (4) | require that you have no access or contact with the Employer’s Clients, suppliers or employees. |
| 6.6 | Documents and other property of the Employer |
| (a) | Upon termination of your employment (regardless of the reason for the termination) without any further demand, you must deliver to the Employer or any Related Entity, or its authorised representative: |
| (1) | all computer discs, tapes, documents, records, notebooks, and similar repositories of Confidential Information, in your possession or control relating in any way to any Confidential Information, trade secrets, or the business or affairs of the Employer or any Related Entity; and |
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| (2) | any property of the Employer or any Related Entity, to which the Employer or any Related Entity has an entitlement to possession. |
| (b) | You are not entitled to retain a copy of a document referred to in clause 6.6(a). |
| (c) | If you have in your possession information or data belonging to the Employer or any Related Entity which is recorded on any computer, mobile phone or any medium such that it is not capable of delivery to the Employer, or any Related Entity, you must advise the Employer of that fact and, subject to the right of the Employer or any Related Entity to obtain a copy of that information or data, erase that information or data so that it cannot be accessed, retrieved or reconstructed. |
| (d) | You must provide to the Employer reasonable access to the devices outlined in clause 6.6(c) for the Company to confirm that all property of the Employer and confidential information has been removed or deleted. |
| 6.7 | Resignation of directorships |
| (a) | If on the termination of your employment you are a director or other officer of the Employer or another Related Entity you must resign as a director or officer of that Employer or Related Entity as soon as practicable after the termination of your employment. | |
| (b) | You irrevocably appoint the Secretary of the Employer, or any other employee nominated by the Employer or the Related Entities, as attorney to sign any documents required to give effect to your resignation from your position as director or officer as described in clause 6.7(a). | |
| (c) | If your employment is terminated and you resign as a director or other officer, as contemplated in clause 6.7(a), you have no entitlement to any compensation for the loss of that office. | |
| (d) | In the event the Company fails to process your resignation within 14 days, The Company irrevocably appoints you as its attorney to sign any documents required to give effect to your resignation from your position as director or officer as described in clause 6.7(a), and the appointment of the Chief Executive Officer or Company Secretary or other such member of the Board to replace your role as director or other officer. |
| 6.8 | Authorised deductions |
| (a) | If you receive a remuneration payment in excess of the amount owing to you in any one pay period, you authorise the Employer to make appropriate deductions from your remuneration payment in the next pay period or agreed number of pay periods immediately following discovery of overpayment. |
| (b) | The Employer may deduct from any amounts owing to you on termination of your employment: |
| (1) | any amounts whatsoever owing by you to the Employer from time to time; |
| (2) | any compensation for unreturned property of the Employer or any Related Entity; and |
| (3) | if you fail to give the required notice of termination under these Terms, the amount that you would have been paid in respect of the period of notice less any period of notice actually given by you. |
| (c) | You acknowledge and agree that any such deductions are at your direction, are reasonable and are principally for your benefit. |
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| (d) | You agree to execute any such document provided by the Employer from time to time to give effect to this clause including in respect of authorising any such deductions at termination of your employment, or otherwise. |
| 6.9 | Non disparagement and representations |
Following the termination of your employment for any reason, you agree not to:
| (a) | make representations that you are in any way connected with the business of the Employer or any Related Entity; and |
| (b) | disparage the Employer or any Related Entity and any directors, managers or employees of the Employer or any Related Entity, in any way, whatsoever. |
| 6.10 | Gardening leave |
| (a) | If at any time either party gives notice of termination pursuant to these Terms, the Employer may, in its absolute discretion, modify your employment arrangements. |
| (b) | Where such modification occurs, during the notice period you: |
| (1) | may be required to perform duties which are different to those which you were required to perform during your employment, provided that you have the necessary skill and competence to perform the duties; |
| (2) | require you to work through all or part of your notice period; |
| (3) | elect to make payment in lieu of all or part of your notice period; |
| (4) | may be required to perform no duties at all; |
| (5) | may be required not to attend the premises of the Employer, unless expressly requested to do so; |
| (6) | may be required not to have dealings with any customers or Clients of the Employer; |
| (7) | agree to be reasonably available to the Employer; |
| (8) | will remain an employee of the Employer. |
| (c) | If you fail to provide the Employer with the required period of notice, the Employer may withhold any payments due to you on termination of your employment to a maximum amount permitted by an applicable modern award or otherwise equivalent to what you would have received had you worked the non-completed part of the required notice period. |
| 7. | Restrictive Covenants after Termination of Employment |
| 7.1 | Post termination restraint and non compete |
| (a) | You undertake and agree that you will not at any time during the Restraint Period: |
| (1) | directly or indirectly approach, canvass, solicit or endeavour to entice away from the Employer or a Related Entity (including through the use of Social Media), the business or custom of any Restrained Client; | |
| (2) | perform any work or provide any services performed by you in the twelve (12) months preceding the date of termination of your employment for, or on behalf of any Restrained Client; | |
| (3) | directly or indirectly solicit, induce or encourage any Restrained Client (including through the use of Social Media), to terminate or to not renew any business relationship, contract or arrangement that Person has with the Employer or a Related Entity; |
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| (4) | directly or indirectly, induce or encourage any director or employee of, or consultant to, the Employer or a Related Entity (including through the use of Social Media), to terminate or to not renew any business relationship, contract or arrangement that Person has with the Employer or a Related Entity whether or not that Person would commit a breach of that Person’s contract; | |
| (5) | without prior written consent of the Employer directly or indirectly carry on or be engaged, concerned with or interested whether as a shareholder, director, employee, partner, joint venture participant, principal, agent, trustee, consultant, unitholder or otherwise involved in carrying on any business for a Competitor, within the Restraint Area; or | |
| (6) | counsel, procure or otherwise assist any person to do any of the acts referred to in subclauses 7.1(a)(1)-(5) above. |
| (b) | You acknowledge and agree that: |
| (1) | Each of the covenants made by you in clause 7.1(a) constitutes a separate and independent restraint imposed on you under these Terms. | |
| (2) | Should any of the covenants made by you in clause 7.1(a) be, or become, unenforceable, that does not affect the validity or enforceability of the other covenants made under clause 7.1(a). | |
| (3) | Damages may be inadequate compensation for breach of the obligations contained in this clause and, subject to the Court’s discretion, the Employer may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will be in breach of this clause. |
| (c) | The restraints in clause 7.1(a) are reasonable and necessary to protect the Employer’s legitimate business interests, including the preservation of its Restrained Client relationships, the goodwill of its business and its Confidential Information. |
| 7.2 | Damages for restraint |
| (a) | Should you breach the provisions of clause 7.1 with respect to competition, then you agree and irrevocably acknowledge that the damages payable by you to the Employer: |
| (1) | include damages assessed in accordance with clause 7.2(b); and |
| (2) | that such damages represent a genuine pre-estimate of the loss which will be suffered by the Employer as a result of, such a breach. |
| (b) | Damages payable by you upon breach of the provisions of clause 7.1 shall include: |
| (1) | where the Employer has been instructed by the Restrained Client before the breach over a period exceeding twelve (12) months then for an amount equivalent to 75% of the net fees in accounts or services rendered by the Employer for or in respect of that Restrained Client in the twelve (12) months preceding the date upon which you received instructions to act for the Restrained Client; and |
| (2) | where the Employer has been instructed by the Restrained Client before the breach over a period not exceeding twelve (12) months then for an amount which in the opinion of the Employer would have been 75% of the amount of net fees in accounts or services rendered by the Employer for or in respect of that Restrained Client in the twelve (12) months preceding the date upon which you received instructions to act for the Restrained Client having regard to the Restrained Client and its/his/her business and the circumstances of the instructions. |
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| 7.3 | Definitions |
In this clause 7:
| (a) | Restrained Client means any Person: |
| (1) | who is or has been a Client or customer of the Employer or a Related Entity within twelve (12) months immediately preceding the date of termination of your employment with the Employer and with whom you have had personal contact or dealings (or with whom a person reporting to you has had personal contact or dealings) at any time during the twelve (12) months preceding the date of termination of your employment with the Employer; | |
| (2) | with whom you have had discussions on behalf of the Employer or a Related Entity, whether concluded or unconcluded, at any time during the twelve (12) months preceding the date of termination of your employment with the Employer, with a view to that Person receiving products or services from the Employer; | |
| (3) | who has entered into a joint venture agreement with the Employer or a Related Entity regardless of whether you have had personal contact or dealings with that Person at any time during your employment with the Employer; or | |
| (4) | who has a contractual relationship with the Employer or a Related Entity which in any way benefits the Employer or a Related Entity. |
| (b) | Restraint Area means: |
| (1) | Australia, or if that area is decided by a court to be unenforceable then; | |
| (2) | New South Wales, or if that area is decided by a court to be unenforceable, then, | |
| (3) | Greater metropolitan region of Sydney. |
| (c) | Restraint Period means: |
| (1) | twelve (12) months commencing on the date of termination of your employment with the Employer, or if that period is decided by a court to be unenforceable, then; | |
| (2) | nine (9) months commencing on the date of termination of your employment with the Employer, or if that period is decided by a court to be unenforceable, then; | |
| (3) | six (6) months commencing on the date of termination of your employment with the Employer, or if that period is decided by a court to be unenforceable, then; | |
| (4) | three (3) months commencing on the date of termination of your employment with the Employer. |
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| 8. | Ownership of Intellectual Property |
| 8.1 | Ownership of Intellectual Property |
| (a) | Intellectual Property includes Confidential Information, trade marks, patents, copyright, creations, concepts, formulations, designs, slogans, promotions, techniques, processes, frameworks, diagrams, thinking structures, protocols, models, know-how and other intellectual property rights. It includes all property rights in, or relating to, any information, data, discovery, improvement, design, invention, documentation, business method, computer programming method, software, new or modified procedures or developments or similar and other non-physical property. | |
| (b) | The Employer owns all Intellectual Property that you may discover, produce or conceive which is related in any way to the Employer’s business (whether or not it can be patented, can be subject to copyright or can be protected in any other way). This includes Intellectual Property discovered, produced or conceived: |
| (1) | during employment (whether or not it is during office hours or on the Employer’s premises); | |
| (2) | after employment has terminated, if it is based on something you worked on or became aware of while employed by the Employer; | |
| (3) | by using the Employer’s Confidential Information or its resources. |
| (c) | You give up any claim to that Intellectual Property and irrevocably assign it to the Employer. You agree to sign and execute all documents and give the Employer any assistance and information required to assign ownership of Intellectual Property in any part of the world for the Employer’s exclusive benefit. | |
| (d) | You appoint the Employer as your attorney to do anything you are required to do under this clause. | |
| (e) | You must notify the Employer in writing of any Intellectual Property covered in clause 8.1(b) as and when developed so that the Employer can take the necessary steps to protect its rights in that Intellectual Property. | |
| (f) | You will return all originals and copies of information to the Employer, including design, documentation, software and material relating to any Intellectual Property, at the Employer’s request or when your employment ends. You must destroy any copies that you cannot return. You agree to confirm in writing that you have complied with this provision. | |
| (g) | These Intellectual Property provisions apply both during and after the employment relationship ends. |
| 8.2 | Moral Rights |
| (a) | You waive any Moral Rights you have to any Intellectual Property referred to in clause 8.1(a) and (b). | |
| (b) | You warrant that you have given this consent and undertaking genuinely and without being subjected to any duress by the Employer or any third party, and without relying on any representations other than those expressly set out in these Terms. |
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| 9. | Privacy |
| (a) | You consent to the Employer collecting, using and disclosing your personal information, as defined in the Privacy Act 1988 (Cth), for any purpose relating to your employment. | |
| (b) | You consent to the Employer disclosing your personal information to third parties where necessary for reasons relating to your employment or the conduct and administration of the Employer’s business. Third parties may include the Australian Tax Office, Australian Securities and Investments Commission, superannuation fund trustees and administrators, the Employer’s financial and legal advisers and law enforcement bodies. A third party may also be another company within the corporate group of which the Employer is a member. |
| 10. | Policies |
| (a) | Policies may be updated, varied or amended by the Employer from time to time. |
| (b) | You must comply with the duties and obligations imposed on you under all Policies during your employment, including under a Policy that is updated, varied or amended. |
| (c) | Consequences of a breach of a Policy by you may constitute serious misconduct and may result in disciplinary action up to and including termination of your employment. |
| (d) | You acknowledge that; |
| (1) | no Policy forms part of these Terms unless expressly agreed in writing between you and the Employer; and | |
| (2) | this clause is not intended to create any binding obligations on the Employer to provide you with any benefits conferred on you under any Policy. |
| (e) | In the event of any inconsistency between these Terms and a Policy, these Terms will prevail to the extent of the inconsistency. |
| 11. | Social Media |
| (a) | During your participation in Social Media activity in your personal time you must not make reference to your employment or association with the Employer or make comments or include content about the Employer. You will be held responsible for your conduct online if in the opinion of the Employer your conduct online harms the reputation or interests of the Employer or has the potential to harm the reputation or interests of the Employer. |
| (b) | You authorise, acknowledge, consent and agree: |
| (1) | to assign (and agree to assign) to the Employer from time to time throughout your employment, ownership of any Social Media account (including LinkedIn and Facebook) registered in your name created for the benefit of the Employer and operated by you, which involves the use of the Employer’s information technology resources (including computers, networks or smart phones); | |
| (2) | to submit to, and cooperate with, any audit conducted by the Employer of any Social Media accounts operated by you (such as LinkedIn and Facebook), either registered in the Employer’s name and/or your name but only for the Employers benefit, including by delivering to the Employer or its authorised representative, without any further demand, any and all usernames and passwords associated with any such Social Media account, where the Employer has reasonable grounds for suspecting that any applicable law, policy of the Employer or these Terms, is being, or has been, breached (Audit); |
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| (3) | deliver to the Employer or its authorised representative, without any further demand, any and all usernames and passwords associated with any Social Media accounts operated by you on behalf of the Employer (such as LinkedIn and Facebook), and registered in the Employer’s name and/or your name for the Employers Benefit, (where it involves the use of the Employer’s information technology resources (including computers, networks or smart phones)), upon termination of your employment (regardless of the reason of the termination), for the purpose of conducting an Audit; | |
| (4) | that the post-termination and non-compete obligations set out in clause 7 apply equally to any conduct or threatened conduct by you on Social Media, including contact through Social Media. |
| 12. | Survival |
For the avoidance of doubt, any clause which by its nature is intended to survive termination of your employment survives termination of your employment and these Terms, including clause 3, 5, 6, 7, 8, and 11.
| 13. | Applicable Law |
The Employer is required to observe certain minimum employment entitlements, including those arising under any modern award (if applicable). However, even though reference is made to certain award-related and legislative entitlements throughout the Terms and the Letter of Offer, no modern award, nor any other applicable industrial instrument or legislation (if applicable), are incorporated into these Terms.
| 14. | Complying with Terms, Rules, Regulations and Legal Requirements |
| (a) | These Terms will apply to your employment with the Employer whether you sign these Terms or not. | |
| (b) | The Employer reserves the right to update these Terms from time to time and subject to your acceptance, the updated Terms will apply to your employment with the Employer. You should ensure that you regularly read and understand the current version of the Terms. Contact your manager to gain access to the Terms. | |
| (c) | You must abide by all rules, regulations and legal requirements of the Employer. To safeguard against breaching this requirement, you should read and review the relevant policy and procedures manual and operating guidelines regularly, and if still in doubt you should seek the advice of your manager. |
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| 15. | General |
| (a) | These Terms constitutes the entire agreement between the parties about its subject matter and supersedes all previous communications, representations, understandings or agreements between the parties on the subject matter. | |
| (b) | These Terms are governed by the law in force in New South Wales. | |
| (c) | Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. Each party waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum or to claim that those courts do not have jurisdiction. | |
| (d) | A party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party does not prevent a further exercise of that or of any other right, power or remedy. Failure by a party to exercise or delay in exercising a right, power or remedy does not prevent its exercise. Further, a waiver of a right under these Terms does not prevent the exercise of any other right. | |
| (e) | If a court decides that part of these Terms is invalid or unenforceable, that part of the Terms will be modified (if possible) so that it is enforceable. If that part cannot be modified, it will be severed and the rest of the Terms will continue to operate. | |
| (f) | The Parent Company unconditionally and irrevocably guarantees the due and punctual: |
| (1) | performance and observance by the Employer of all Guaranteed Obligations; and | |
| (2) | payment by the Employer of any money. |
| (g) | If a breach occurs and is subsisting, the Parent Company will on demand made on it by the Employee: |
| (1) | duly and punctually perform the Guaranteed Obligations; and | |
| (2) | duly and punctually pay to the Employee any money. |
| (h) | The Employee is not required to: |
| (1) | take any steps to enforce its rights under these Terms; or | |
| (2) | incur any expense or make any payment, | |
| (3) | before enforcing its rights against the Parent Company under these Terms. |
| (i) | If you are a new employee, you acknowledge receipt from the Employer of a Fair Work Information Statement. However, the Fair Work Information Statement does not form part of these Terms. |
| 16. | Definitions |
Unless the context otherwise requires:
| (a) | Client means any Person, contractor, firm, unit trust or company or other organisation which at any time during the continuance of your employment was a client, referrer of clients, supplier or customer of the Employer or a Related Entity. |
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| (b) | Competitor means any business which sells, markets, supplies or otherwise promotes goods or services the same as or substantially similar to those sold, marketed, supplied or otherwise promoted by the Employer or a Related Entity, either now or in the future. | |
| (c) | Confidential Information includes all information of the Employer which has been specifically designated as confidential by the Employer, any patents (actual or pending), all trade secrets, formulas, designs and the like relating to the business affairs of the Employer, or any of its related entities, or any of their customers or clients or suppliers, or any person whose confidential information you access or obtain as a result of your employment. Without limitation, this includes any information concerning confidential know-how, clients lists, customer lists, supplier lists, information about tenders and proposals, information about products and services in development, business plans, sales plans, marketing plans, administration files, accounts, prospects, research, management, financing, products, inventions, designs, suppliers, clients, customers, management information systems, computer systems, processes and any data base, data surveys, specifications, drawings, records, reports, software or other documents, material or other information whether in writing or otherwise of or concerning the Employer, or any of its related entities, or any of their clients, customers or suppliers to which you have had access. This also includes any confidential information which you obtain for or from any third party under the terms of any confidentiality agreement, and any other information which relates to the commercial and financial activities of the Employer, the unauthorised disclosure of administration matters which would embarrass, harm or prejudice the Employer but does not extend to information already in the public domain unless such information arrived there by unauthorised means. | |
| (d) | Employer means SharonAI Pty Ltd (ACN 645 215 194). | |
| (e) | Guaranteed Obligations means every obligation on the part of the Employer (whether alone or not) which at any time arises under or in connection with these Terms including the payment or reimbursement of any costs, expenses, liabilities, losses or damages. | |
| (f) | Job Description means any document or description given by the Employer which details without limitation the work or collection of duties and tasks that may comprise the day-to-day functions of your role and may be varied by the Employer from time to time in its absolute discretion. | |
| (g) | Letter of Offer means the letter from the Employer to you dated 14/10/24 attached to the Terms. | |
| (h) | Moral Rights has the meaning given to it in the Copyright Right Act 1968 (Cth) as amended from time to time. | |
| (i) | Parent Company means SharonAI Inc or any subsequent parent company | |
| (j) | Person means any person, firm, unit trust, partnership, company or other organisation. | |
| (k) | Policy means any policy, employee handbook, practice or guideline of the Employer, whether extracted in these Terms or not, and as varied or amended from time to time by the Employer. | |
| (l) | Related Body Corporate means any body corporate which is deemed to be related to the Employer by virtue of section 9 of the Corporations Act 2001 (Cth). | |
| (m) | Related Entities means any entity connected with the Employer by an interest in a common economic enterprise, including the Parent Company, a Related Body Corporate of the Employer and Related Entity means any one of them; | |
| (n) | Social Media means internet-based sites and services, including but not limited to, blogging and micro blogging websites such as Twitter; social networking sites such as Facebook and Instagram; professional networking sites such as LinkedIn; video and photo sharing websites such as YouTube, Instagram and Flickr; forums and discussion boards such as Google Groups and any other internet-based sites and services that would reasonably fall within the common understanding of the umbrella term “Social Media”, including as they develop in the future. | |
| (o) | Terms means the contract of employment constituted by these terms and conditions of employment and the Letter of Offer, as amended or updated from time to time. |
| 17 |
Exhibit 10.2
| This deed is made on 22 July | 2026 |
| between | SharonAI Holdings Inc. of 745 Fifth Avenue, Suite 500, New York, NY 10151 (Parent Company) | |
| and | SharonAI Pty Ltd ACN 645 215 194 of Level 1, 32 Walker Street, North Sydney NSW 2006 (the Employer) | |
| and | Tim Broadfoot (Employee) (Parties) | |
| Date | 22 July 2026 |
Recitals
| A | The Employee has been employed by the Employer since on or about 1 July 2024, most recently in the position of Chief Financial Officer (Position) (Employment). |
| B | The Employment was governed by an employment contract dated 30 March 2024, which was superseded by a new employment contract dated 30 April 2026 (Employment Contract). The Parent Company is a party to the Employment Contract and guarantees particular obligations of the Employer under the Employment Contract. |
| C | Pursuant to the Employment Contract and in connection with the Employment, the Employee was eligible to participate in equity incentive programs operated by the Parent Company, including: |
| (i) | the SharonAI Inc. 2024 Omnibus Equity Incentive Plan (2024 Plan); and |
| (ii) | the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan (2025 Plan), |
(together, the Equity Plans).
| D | Under the Equity Plans, the Parent Company granted the Employee Restricted Stock Units (RSUs) pursuant to the following grant notices and RSU award agreements: |
| (i) | RSU Grant Notice dated 23 October 2024, granted under the 2024 Plan, for 10,750 RSUs; |
| (ii) | RSU Grant Notice dated 6 February 2026, granted under the 2025 Plan, for 31,923 RSUs; |
| (iii) | RSU Grant Notice dated 6 February 2026, granted under the 2025 Plan, for 97,839 RSUs; |
| (iv) | RSU Grant Notice dated 14 April 2026, granted under the 2025 Plan, for 17,744 RSUs; and |
| (v) | RSU Grant Notice dated 14 April 2026, granted under the 2025 Plan, for 14,666 RSUs; |
(together, the Grant Notices, and the RSUs awarded under each Grant Notice together being the RSU Awards). Each Grant Notice was accompanied by a Restricted Stock Unit Award Agreement (together, the RSU Agreements).
| E | On 11 November 2024, the Employee and the Parent Company entered into an Indemnification Agreement (Indemnification Agreement), pursuant to which the Parent Company agreed to indemnify the Employee in connection with his service as an officer and director of the Parent Company and its affiliates. The Parties agree that the Indemnification Agreement continues in full force and effect and is not superseded, limited or released by this deed. |
| F | The Employee has resigned and the Employment will terminate by way of resignation on 31 August 2026 (Termination Date) (Termination of the Employment). |
| -1- |
| G | Without admission of liability, the Parties have agreed to resolve all matters relating to the Employment, the Position, the Employment Contract, the Equity Plans, the Grant Notices, the RSU Agreements, the Retained RSUs (as defined below) and the Termination of the Employment on the terms of this deed. |
| 1 | The Parent Company, the Employer and Employee agree as follows: Within seven days of the Termination Date, the Employer or the Parent Company (as applicable) must pay the employee, as at the Termination Date: |
| (a) | accrued wages and superannuation contributions owing to the Employee, calculated through to and including the Termination Date; |
| (b) | $405,166 AUD as a short term incentive payment; and |
payment of any accrued but unused annual leave entitlements as at the Termination Date, less any amount which must be withheld for taxation purposes.
| 2 | The Parties acknowledge and agree that, as at the Termination Date, the Employee’s sole entitlement in respect of RSUs under the 2025 Plan is to 93,194 unvested Restricted Stock Units in aggregate (Retained RSUs). The Retained RSUs will, notwithstanding the termination of the Employment, remain on foot and continue to vest (e.g.,, will continue to be subject to the performance vesting requirements) and be settled in accordance with the terms set out in Schedule 1, as if the Employment had not terminated (for avoidance of doubt, solely for purposes of requirements that Retained RSUs be settled within a specified number of days after they become vested, the Retained RSUs which are only subject to time vesting will be deemed unvested until their scheduled vesting date and will be settled based on the scheduled vesting days if Employee complies with his obligations outlined in this clause 2), and any equivalent forfeiture provision will not apply to the termination of the Employment in respect of the Retained RSUs, provided that the Employee continues to comply with the restrictive covenants set out in clause 7 of the Employment Contract (Restrictive Covenants). In the event of any inconsistency between Schedule 1 and a Grant Notice, RSU Agreement or the 2025 Plan, Schedule 1 will prevail to the extent of the inconsistency. All RSUs granted to the Employee other than the Retained RSUs are forfeited with effect from the Termination Date, and the Employee has no entitlement to, and releases each of the Beneficiaries (as defined below) from any claim in respect of, any RSUs, options or other awards under the 2025 Plan or otherwise, except for the Retained RSUs. |
| 3 | The Employee releases: |
| (a) | the Employer and the Parent Company; |
| (b) | each Associated Entity (as defined in section 50AAA of the Corporations Act 2001 (Cth)) of the Employer and the Parent Company (Group Member); |
| (c) | each of the Employer’s and Parent Company’s current and former directors, officers, shareholders, employees, contractors and agents, and |
| (d) | each Group Member’s current and former directors, officers, shareholders, employees, contractors and agents, |
(Beneficiaries)
from all or any actions, suits, claims, demands, legal proceedings, causes of action, complaints or associated costs (whether current or future) which he has, or but for this deed may have had, in relation to or arising from the Employment, the Position, the Employment Contract, the Equity Plans, the Grant Notices, the RSU Agreements, and the Termination of the Employment (Employee Claims). This release does not extend to Employee Claims under relevant workers compensation and superannuation legislation, any rights and entitlements under the Indemnification Agreement, including any other indemnification or insurance policy maintained by the Parent Company or the Employer that may apply to Employee, the Retained RSUs and any rights to enforce the terms of this deed. Any of the Beneficiaries may plead this deed as an absolute bar to any Employee Claims or anyone claiming through the Employee.
| -2- |
| 4 | Without limiting clause 3, the Employee acknowledges and agrees that he would not be entitled to certain of the payments and other benefits made to him and referred to in this deed but for him entering this deed, and that the payments and other benefits made to him and referred to in this deed satisfy all contractual, industrial, statutory or other entitlements which he has in relation to or arising from the Employment, the Position, the Employment Contract, the Equity Plans, the Grant Notices, the RSU Agreements, the Retained RSUs and the Termination of the Employment, including any entitlements in respect of wages, loadings, allowances, bonuses, commissions, penalty rates, overtime, annual holidays, long service leave, notice entitlements, payment in lieu of notice, profit-sharing stock options, short term incentives, long term incentives and all reasonable work-related expenses, except that this clause does not affect or limit any entitlement or right of the Employee under the Indemnification Agreement or any other indemnification or insurance policy maintained by the Parent Company or the Employer that may apply to Employee. |
| 5 | The Employer and the Parent Company, jointly and severally, release and indemnify the Employee and agree to keep the Employee indemnified, from all or any actions, suits, claims, demands, legal proceedings, causes of action, complaints or associated costs (whether current or future) which it has, or but for this deed may have had, in relation to or arising from the Employment, the Position, the Employment Contract, the Equity Plans, the Grant Notices, the RSU Agreements, the Retained RSUs and the Termination of the Employment (Released Claims), provided that this release and indemnity does not extend to, and the Employer and the Parent Company expressly reserve, any claims arising from or in connection with: (i) any breach by the Employee of the Restrictive Covenants or any similar obligations or covenants; (ii) any breach by the Employee of any obligation relating to trade secrets, confidential information or intellectual property under the Employment Contract or at law; or (iii) any fraud or criminal conduct by the Employee in connection with the performance of Employee’s job duties during the term of Employment. To the fullest extent permitted by law, effective as of the Effective Date, (a) each of the Employer and Parent Company covenants and agrees that it shall not (and shall cause its past, present, and future parents, subsidiaries, affiliates, managers, members, officers, directors, stockholders, partners, equityholders, employees, agents, representatives, insurers, successors, and assigns not to) commence, encourage, solicit, assist, or maintain any action, suit, claim, arbitration, or proceeding against Employee with respect to any Employee Claims released under this deed. The Employee may plead this deed as an absolute bar to any Released Claims made by the Employer or the Parent Company or anyone claiming through the Employer or the Parent Company. |
| 6 | The Employee must: |
| (a) | do anything, including execute any document, reasonably required for the purpose of or to give effect to this deed; and |
| (b) | provide any assistance which a Beneficiary reasonably requires in relation to any threatened or actual legal proceedings directly relating to the Employment or the Employee’s role as Chief Financial Officer, provided that: |
| (i) | the Beneficiary gives the Employee reasonable advance written notice of any required assistance; |
| (ii) | the Beneficiary reimburses the Employee for all reasonable out-of-pocket costs and expenses incurred by the Employee in providing such assistance, including reasonable legal costs where the Employee reasonably determines it necessary to obtain separate legal advice, when such costs have been pre-approved, which approval will not be unreasonable withheld; |
| (iii) | the request does not materially interfere with the Employee’s other professional or personal commitments; and |
| (iv) | the Employee is not required to provide assistance that would require him to act contrary to his own legal interests or privilege. |
| -3- |
| 7 | The Employee must not make any statement, publicly or otherwise, to disparage or criticise any of the Beneficiaries or speak or write about any of them in a manner which is likely to injure their commercial, professional or personal reputation. This clause does not prevent the Employee from making any statement that is truthful, accurate, and not made with intent to injure the commercial reputation of any Beneficiary or from testifying in any legislative, administrative or judicial proceeding about criminal conduct, discrimination, harassment, or sexual harassment when compelled or requested by lawful process. |
| 8 | The Employer and the Parent Company must not, and must ensure that their respective directors, officers and senior employees do not, make any statement, publicly or privately, to disparage or criticise the Employee or speak or write about him in a manner which is likely to injure his commercial, professional or personal reputation. The Employer and Parent Company are liable for any breach of this obligation by their respective directors, officers and senior employees. For the avoidance of doubt, this obligation applies to statements made in any public filing, press release, investor communication, or social media communication made by or on behalf of the Employer or Parent Company. |
| 9 | The Parties must keep confidential and not disclose the terms of this deed, or the negotiations leading up to this deed to any other person, whether directly or indirectly, except: |
| (a) | to obtain professional legal or accounting advice (and then only if the recipient of the information has undertaken to keep it confidential); |
| (b) | if required by law, or in relation to any request or investigation by any law enforcement, regulatory or statutory agency; |
| (c) | if required by any stock exchange on which securities of the Parent Company or any Group Member are listed, or by any securities regulator; |
| (d) | by current report on Form 8-K; |
| (e) | for the purpose of enforcing the deed in any court or tribunal; |
| (f) | with the other Parties’ prior written consent; or |
| (g) | to the Employee’s immediate family members (including spouse, domestic partner, or adult children), provided that the Employee shall ensure that any such family member is made aware of the confidentiality obligations in this clause and agrees to keep the information confidential. |
| 10 | Subject to clause 2, the Employee acknowledges and agrees that the Employee will continue to be bound by the continuing obligations and restrictions contained in the Employment Contract. |
| 11 | The Employee acknowledges that: |
| (a) | he will by no later than the Termination Date return to the Employer all property of the Employer in his possession or control, subject to any separate agreement with the Employer or the Parent Company; |
| (b) | he has not improperly copied, used or disclosed to any person any confidential information of the Employer, and will not do so at any time; |
| (c) | he has not commenced proceedings in relation to the Employment or the Termination of the Employment against any of the Beneficiaries; |
| (d) | no promise, representation or inducement has been made to him to enter into this deed, other than as set out in this deed; |
| (e) | he has had reasonable opportunity to receive independent legal advice about the terms and effect of this deed; and |
| -4- |
| (f) | the Employee enters into this deed in all the circumstances, which are not unfair, unconscionable or against public interest. |
| 12 | Subject to clause 10, this deed constitutes the entire agreement between the Parties about its subject matter and replaces any prior understanding or agreement between the Parties relating to the subject matter of this deed, provided that this clause does not supersede or affect: |
| (a) | the Indemnification Agreement, which continues in full force and effect, and any other indemnification or insurance policy maintained by the Parent Company or the Employer that may apply to Employee; or |
| (b) | any equity award agreement, grant notice, or plan document relating to the Retained RSUs, except to the extent Schedule 1 expressly prevails in the event of inconsistency. |
| 13 | The validity, construction and performance of this deed will be governed by the laws of the State of New South Wales, and each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of New South Wales, Australia. |
| 14 | If any part of this deed is found to be void or unenforceable, that part of the deed will be read down or severed to the extent necessary and the rest of the deed will have full force and effect. |
| 15 | This deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this deed. Without limiting the foregoing, if the signatures on behalf of one party are on different counterparts, this shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of this deed. |
| 16 | The failure of a Party to enforce a provision of this deed does not affect that Party’s rights subsequently to enforce that provision or to avail itself of any remedy it may have for any breach of that provision. |
| 17 | This deed may not be amended, modified or varied in any respect except by a written instrument signed by all of the Parties to this deed. |
| 18 | The Parties agree that their communication of an offer or acceptance of this deed, including exchanging counterparts, may be effected by any electronic method that evidences that Party’s execution of this deed, including by electronic signature (including by signing on an electronic device or by digital signature using a recognised electronic signature platform). |
| -5- |
Schedule 1 Terms of Retained RSUs
| # | Number of RSUs | Vesting Condition and Details | ||
1 |
2,483 |
Granted in February 2026 under the 2025 Plan with a KPI achievement metric of achieving an ASX Listing in addition to a NASDAQ Listing at which time the RSU’s vest immediately | ||
2 |
2,483 |
Granted in February 2026 under the 2025 Plan with a KPI achievement metric of securing 90% of the debt required under the February 2026 Budget prior to 31 December 2026, at which time the RSU’s vest immediately. | ||
3 |
7,333 |
Granted in April 2026 under the 2025 Plan with a KPI achievement metric of achieving an ASX listing at which time the RSU’s vest immediately | ||
4 |
19,542 |
Granted in November 2024 under the 2024 Plan with a KPI achievement metric of achieving a Major Exchange or Sale event for SharonAI Inc, followed by a 12 month post achievement time based vesting with vesting completing on 31 January 2027. | ||
5 |
14,657 |
Granted in November 2024 under the 2024 Plan with a KPI achievement metric of achieving a Company valuation of at least $100m, followed by a 12 month post achievement time based vesting with vesting completing on 31 January 2027. | ||
6 |
9,771 |
Granted in November 2024 under the 2024 Plan with a KPI achievement metric of achieving a Company acquisition of at least 800 GPU’s, followed by a 12 month post achievement time based vesting with vesting completing on 31 March 2027. | ||
7 |
19,542 |
Granted in November 2024 under the 2024 Plan with a KPI achievement metric of achieving a Company revenue of $15m, followed by a 12 month post achievement time based vesting with vesting completing on 31 December 2026. | ||
8 |
17,383 |
Granted in February 2026 under the 2025 Plan with a KPI achievement metric of if on 31 December 2026 a total shareholder return based on share price of 25% is achieved between January 1, 2026 and December 31, 2026 | ||
| 93,194 |
| -6- |
| Executed as a deed | ||
| Signed for and on behalf of SharonAI Holdings, Inc. by its duly appointed agent who by his/her execution warrants his/her authority to execute this instrument in the presence of: |
SharonAI, Inc. by its Agent
|
|
| /s/ James Manning | ||
| Agent | ||
| /s/ Tim Flahvin | /s/ James Manning | |
| Witness | Print name | |
| /s/ Tim Flahvin | Ceo | |
| Full name | Position | |
| Signed for and on behalf of SharonAI Pty Ltd ACN 645 215 194 by its duly appointed agent who by his/her execution warrants his/her authority to execute this instrument in the presence of: |
SharonAI Pty Ltd by its Agent
|
|
| /s/ James Manning | ||
| Agent signature | ||
| /s/ Tim Flahvin | James Manning | |
| Witness signature | Agent full name | |
| /s/ Tim Flahvin | Ceo | |
| Witness full name | Agent position | |
| Signed and sealed by | ||
| Tim Broadfoot | /s/ Tim Broadfoot | |
| in the presence of: | Tim Broadfoot signature | |
| /s/ Tim Flahvin | ||
| Witness signature | ||
| /s/ Tim Flahvin | ||
| Witness full name | ||
| 22/07/2026 | ||
| Date |
| -7- |
Exhibit 10.3
Independent contractor agreement - corporate
| Date | of the agreement is the date specified in item 1 of the schedule |
Parties
The party described in item 2 of the schedule (Company)
The party described in item 3 of the schedule (Parent Company)
The party described in item 4 of the schedule (Contractor)
Recitals
| A | The Company agrees to appoint the Contractor to provide the Services and the Contractor agrees to the appointment on the terms and conditions set out in this agreement. |
| B | The Contractor will engage the Key Person to assist the Contractor to provide the Services. |
| C | The Parent Company is a party to this agreement for the purpose of guaranteeing the performance of the Company’s obligations under this agreement. |
The parties agree
| 1 | Definitions and interpretation |
| 1.1 | Definitions |
In this agreement:
Claim includes a claim, action, proceeding, judgment, damage, loss, cost, expense or liability, however arising and whether present, unascertained, immediate, future or contingent.
Commencement Date means the date specified in item 6 of the schedule.
Company means the entity described in item 2 of the schedule.
Company Representative means the person named in item 14 of the schedule or as otherwise advised by the Company from time to time.
Confidential Information means:
| (a) | any information whether or not in a material form that directly or indirectly relates to the business and/or products of the Company, the Group and/or their clients, customers and suppliers including information relating to any patents (actual or pending), trade secrets, formulas, designs, accounts, marketing plans, sales plans, models, prospects, research, management information systems, computer systems, processes and any data base, data surveys, clients, customers, suppliers, client lists, customer lists, specifications, drawings, records, reports, software or other documents, whether in writing or otherwise concerning the Company or the Group or any of their clients, customers or suppliers; |
| (b) | any other information or know how whether or not in a material form that relates to the business of the Company or the Group which the Contractor or any of its employees or personnel, including the Key Person, become aware of either before or after the date of this agreement, or generate in the course of, or in connection with, the carrying out of the Contractor’s obligations under this agreement; and |
| (c) | any information relating to the Company or the Group which is not in the public domain. |
Contractor means the entity described in item 4 of the schedule.
Fees means the fees specified in item 7 of the schedule.
Group means:
| (a) | the Company; |
| (b) | the Parent Company; |
| (c) | Related Bodies Corporate of the Company; |
| (d) | any entity that controls, is controlled by or is under common control with the Company; and |
| (e) | any other entity that is connected with the Company, or any other member of the Group, by a common directorship or by a common interest in an economic enterprise for example, a partner of another member of a joint venture. |
Group Company means the Company and each Company which forms part of the Group.
GST has the meaning given to it by the GST Act.
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Guaranteed Obligations means every obligation on the part of the Company (whether alone or not) which at any time arises under or in connection with this agreement including the payment or reimbursement of any costs, expenses, liabilities, losses or damages, but excluding any claim for entitlements contemplated in clause 20.3 and superannuation.
Intellectual Property Rights means:
| (a) | any patent, registered and common law trade mark, trade name, business name, company name, domain name, copyright, registered or other design right, circuit layout right and any corresponding property right, together with any right to apply for the grant or registration of the same; and |
| (b) | any right in respect of an idea, invention, discovery, trade secret, improvement, technical information, specification, know how, data, algorithm, formula or Confidential Information. |
Insolvency Event means, in relation to a body corporate, a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or the entering into a scheme or arrangement with creditors or, in relation to an individual, becoming bankrupt or entering into a scheme or arrangement with creditors, or in relation to a body corporate or an individual, the occurrence of any event that has a substantially similar effect to any of the above events.
Moral Rights means moral rights as defined in section 189 of Part IX of the Copyright Act 1968 (Cth) (namely the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship).
Invoice Period means the period specified at item 8 of the schedule. Key Person means the individual described in item 5 of the schedule. Payment Period means the period specified at item 9 of the schedule.
Related Bodies Corporate has the meaning given in the Corporations Act 2001 (Cth).
Restricted Period means:
| (a) | 12 months or, |
| (b) | 9 months or, |
| (c) | 6 months or, |
| (d) | 3 months. |
Services means the services specified in item 12 of the schedule and any other services as reasonably requested from time to time by the Company.
Superannuation Law means Superannuation Guarantee Charge Act 1992 (Cth) and the Superannuation Guarantee (Administration) Act 1992 (Cth) and/or any other acts, regulations or ordinances that govern the payment of superannuation contributions.
Tax Administration Act means the Taxation Administration Act 1953 (Cth) as amended.
Term means the term as specified in clause 3.
Works means any work product, including any concepts, ideas, designs, models, artwork, engravings, images, computer programs, data, information, processes, techniques, inventions, research results, documents or materials or parts, adaptations or drafts, in any form, resulting directly or indirectly from the Contractor providing the Services to the Company.
| 1.2 | Interpretation |
In this agreement, headings are inserted for convenience only and do not affect the interpretation of this agreement, and unless the context otherwise requires:
| (a) | words importing the singular include the plural and vice versa; |
| (b) | words importing a gender include the other genders; |
| (c) | if words or phrases are defined, their other grammatical forms have a corresponding meaning; |
| (d) | a reference to: |
| (i) | a person includes an individual, a partnership, a body corporate, a joint venture, an association (whether incorporated or not), a government and a government authority or agency; |
| (ii) | a party includes the party’s executors, legal personal representatives, successors, transferees and assigns; |
| (iii) | a part, clause, schedule or party is a reference to a part, clause or schedule of, or a party to, this agreement; |
| (iv) | a right includes a benefit, remedy, discretion, authority or power; |
| (v) | an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of a warranty or representation; |
| (vi) | this agreement includes the recitals and any schedules, annexures, exhibits or attachments to this agreement; |
| (vii) | ‘$’ or dollars means Australian dollars and a reference to payment means payment in Australian dollars; |
| (viii) | writing includes any mode of representing or reproducing words in tangible and permanently visible form and includes facsimile transmissions; |
| (ix) | legislation includes any statutory modification or replacement and any subordinate or delegated legislation issued under that legislation; and |
| (x) | a law includes any statute, regulation, by law, scheme, determination, ordinance, rule or other statutory provision (whether Commonwealth, State or municipal); |
| (e) | a reference to an insolvency event includes: |
| (i) | in the case of an individual: |
| (A) | the committing of an act of bankruptcy in respect of the individual within the meaning of section 40 of the Bankruptcy Act 1966 (Cth); |
| (B) | the signing of an authority by the individual under Part X of the Bankruptcy Act 1966 (Cth); or |
| (C) | the making of a sequestration order in respect of the estate of the individual within the meaning of the Bankruptcy Act 1966 (Cth); or |
| (ii) | in the case of a corporation: |
| (A) | the appointment of a controller to the property of the corporation; |
| (B) | the appointment of an administrator in respect of the corporation; |
| (C) | the corporation failing to comply with a statutory demand within the period for compliance; |
| (D) | the making of a winding up order by a court in respect of the corporation; |
| (E) | the passing of a resolution for winding up under Part 5.5 of the Corporations Act 2001 (Cth); or |
| (F) | in respect of a Part 5.7 body, the commencement of a winding up under Part 5.7 of the Corporations Act 2001 (Cth) in respect of that body; |
| (f) | the meaning of general words is not limited by specific examples introduced by ‘including’ or ‘for example’, or similar expressions; and |
| (g) | no provision of this agreement will be interpreted against a party just because that party prepared that provision. |
| 1.3 | Representatives of Contractor |
Despite anything else contained in this agreement where an obligation is imposed on the Contractor by or under this agreement to do, or not to do, any act or thing, the Contractor must ensure and procure the compliance with that obligation of the Key Person and any other of the Contractor’s employees and personnel who assist the Contractor in the provision of the Services to the Company; and
| (a) | the Contractor must procure the execution by the Key Person and any other of the Contractor’s employees and personnel who assist in the provision of the Services to the Company, of a deed in the form set out in Annexure A. |
| 2 | Appointment of Contractor |
The Company appoints and the Contractor accepts the appointment of the Contractor to provide the Services with assistance from the Key Person in accordance with the terms and conditions of this agreement.
| 3 | Term |
This agreement commences on the Commencement Date and will operate for the period specified in item 15 of the schedule unless terminated in accordance with clause 13.
| 4 | Fees |
| (a) | In consideration of the provision of the Services, the Company must pay the Contractor the Fees. |
| (b) | The Company is only liable to pay the Fees to the Contractor for Services actually provided by or prepared to be provided by the Contractor under this agreement. |
| (c) | The Fees are payable by the Company in the Payment Period on receipt of an invoice from the Contractor, to be forwarded at the end of each Invoice Period. |
| 5 | Expenses |
The Contractor will be responsible for any expenses incurred by the Contractor or the Key Person in providing the Services to the Company, unless the Contractor or the Key Person, as the case may be, obtains approval from the Company prior to incurring a particular expense, and subject to the provision to the Company of a tax receipt for that expense.
The Company may approve or refuse approval in its absolute discretion.
| 6 | Appointment of the Key Person |
| (a) | The Contractor agrees to provide the Key Person to assist the Contractor to provide the Services. |
| (b) | The Contractor acknowledges that the Key Person is suitably qualified to assist the Contractor to provide the Services in a safe, thorough, workmanlike and competent manner and with all reasonable expedition and at a rate of progress satisfactory to the Company. |
| (c) | The Contractor agrees to obtain the written consent of the Company prior to providing any personnel other than the Key Person to assist the Contractor with providing the Services. |
| (d) | The Contractor must pay all costs relating to its employees and personnel, including the Key Person and any other person who assists the Contractor in the provision of the Services to the Company, including salaries, wages, bonuses, allowances, workers’ compensation premiums if applicable, superannuation guarantee contributions, fringe benefits, payments in respect of leave entitlements and any taxes in relation to them. |
| 7 | Obligations of Contractor |
| 7.1 | Duties |
The Contractor must:
| (a) | provide the Services, with assistance from the Key Person, in accordance with the terms of this agreement; |
| (b) | act efficiently, honestly and fairly at all times in relation to the Contractor’s provision of the Services under this agreement; |
| (c) | faithfully and diligently perform its obligations under this agreement; |
| (d) | provide the Services at the location specified in item 13 of the schedule or any other location as reasonably required by the Company from time to time; |
| (e) | provide any and all equipment necessary for the Contractor and/or the Key Person to provide the Services; |
| (f) | follow and comply with any lawful and reasonable directions provided by the Company Representative from time to time relating to the provision of the Services; |
| (g) | not act in any manner so as to bring the character or reputation of the Company, the Group or any of their officers or employees into disrepute; |
| (h) | notify the Company immediately of any difficulties encountered in relation to the Contractor’s provision of the Services; |
| (i) | not bind the Company in contract without the prior written approval of the Company Representative; |
| (j) | comply with all state and federal equal opportunity, affirmative action and anti-discrimination legislation; |
| (k) | comply with all of the Company’s internal policies to the extent applicable to contractors, including its policies relating to discrimination and harassment and email and internet use, however these policies do not form part of this agreement; and |
| (l) | notify the Company as soon as possible if the Key Person or any of the Contractor’s employees or personnel who assist the Contractor in the provision of the Services to the Company are unable to provide that assistance due to poor health or for any other reason. |
| 7.2 | Business records |
The Contractor must maintain proper business records with respect to the Key Person assisting the Contractor to provide the Services under this agreement and permit the Company to inspect such records during office hours on the Company giving reasonable written notice to the Contractor.
| 8 | Obligations of the Company |
| (a) | The Company must provide all reasonable assistance to the Contractor and the Key Person to carry out the obligations of the Contractor under this agreement. |
| (b) | Subject to clause 8(c), where the Company requests or requires the Contractor to provide the Key Person to act as a director of the Company, the Company must indemnify, and the Parent Company must also indemnify, the Key Person acting as director or officer of the Company, or of a related body corporate of the Company against: |
| (i) | every liability incurred by the person in that capacity; and |
| (ii) | all legal costs incurred in defending or resisting (or otherwise in connection with) proceedings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity, |
| (c) | Clause 8(b) does not apply to the extent that: |
| (i) | the Company or Parent Company is forbidden by the Corporations Act or other statute to indemnify the person against the liability or legal costs; or |
| (ii) | an indemnity by the Company or Parent Company of the person against the liability or legal costs would, if given, be made void by the Corporations Act or other statute. |
| 9 | Guarantee |
| (a) | The Parent Company unconditionally and irrevocably guarantees the due and punctual: |
| (i) | performance and observance by the Company of all Guaranteed Obligations; and |
| (ii) | payment by the Company of any money or any other award obligation(s) under an equity incentive or renumeration program but not any claim for entitlements contemplated in clause 20.3 and superannuation. |
| (b) | If the Company defaults on any Guaranteed Obligations or payments outlined in clause 9(a)and that default is not remedied within 30 days, the Parent Company will on demand made on it by the Contractor: |
| (i) | duly and punctually perform the Guaranteed Obligations; and |
| (ii) | duly and punctually pay to the Contractor any money. |
| (c) | The Contractor is not required to: |
| (i) | take any steps to enforce its rights under this agreement; or |
| (ii) | incur any expense or make any payment, |
before enforcing its rights against the Parent Company under this agreement.
| 10 | Warranties and Indemnities |
| 10.1 | Warranties |
The Contractor warrants to the Company on the date of this agreement and on each day during the Term, that:
| (a) | the Contractor will carry out the Services in a proper manner in compliance with all laws; |
| (b) | if required by law, the Contractor maintains any insurance required under relevant legislation; |
| (c) | the Contractor will not infringe any third party’s intellectual property rights; |
| (d) | the Contractor will comply with all of its obligations under this agreement; |
| (e) | the Contractor is a genuine independent contractor for all purposes and acknowledges that the Company has relied on this representation in entering into this agreement; |
| (f) | the Contractor has capacity to enter into this agreement; |
| (g) | the Contractor is not subject to an Insolvency Event; and |
| (h) | on execution of this agreement, its obligations under this agreement will be valid, binding and enforceable. |
| 11 | Claims |
| 11.1 | Notice of Claim |
The Contractor must immediately notify the Company on becoming aware of any Claim or potential Claim or circumstances which may lead to a Claim being made against the Contractor, the Key Person or the Company directly or indirectly related to the Services provided under this agreement.
| 11.2 | Costs of Claims |
The Contractor must reimburse to the Company any excess or deductible amount payable by the Company as a result of a Claim against the Company that has been finally determined against the Company by a court or tribunal or competent jurisdiction, or settled with the Contractor’s prior written consent and any costs, expenses, charges and fees (including legal fees) incurred by the Company directly arising from the proven negligence, wilful misconduct, or fraudulent act or omission of the Contractor, its employees or personnel (including the Key Person) and any other person who represents or acts on its behalf in connection with the Services.
| 12 | Insurance |
| 12.1 | Amount of insurance |
The Contractor must take out and maintain appropriate insurance covering the Services provided.
| 12.2 | Workers’ compensation insurance |
The Contractor is required to maintain workers’ compensation insurance where required by law.
| 12.3 | Evidence of insurances |
The Contractor must provide the Company with satisfactory evidence of the insurances required under clause 12 when requested by the Company.
| 13 | Termination |
| 13.1 | Company may terminate |
The Company may immediately terminate this agreement at any time by written notice served on the Contractor if any one or more of the following occurs:
| (a) | the Contractor, in the reasonable opinion of the Company: |
| (i) | commits a serious or material breach of its obligations under this agreement; or |
| (ii) | commits any other breach of its obligations under this agreement of which the Contractor is notified by the Company and which is not rectified by the Contractor within 14 days of notification of the breach by the Company; |
| (b) | the Contractor or the Key Person engages in any conduct which in the reasonable opinion of the Company: |
| (i) | may cause harm to or injure the reputation or standing of the Company or the Group or any of their authorised representatives; |
| (ii) | is prejudicial to the interests of the Company or the Group or any of their authorised representatives; or |
| (iii) | is unprofessional or unethical; |
| (c) | the Contractor (or the Key Person) ceases to hold lawful authority to attend or remain at any location where the Services are to be provided, including the location specified in item 13 of the schedule; |
| (d) | the Contractor becoming insolvent, under administration or an externally administered body corporate; |
| (e) | the Contractor attempting to assign or sub-contract any of its rights under this agreement or there is a change of control of the Contractor; or |
| (f) | the Contractor or the Key Person being convicted of an indictable offence. |
| 13.2 | Termination with notice |
| (a) | Either the Company or the Contractor may terminate this agreement by providing the written notice to the other specified in item 11 of the schedule. |
| (b) | The Company may elect to make payment in lieu of part or the whole period of notice in which case the amount payable to the Contractor will be the equivalent of the Fees the Contractor would likely have been paid for providing the Services during the relevant period based on an average of the Fees paid to the Contractor in the four weeks immediately preceding the termination. |
| 13.3 | Effect of termination |
If this agreement is terminated, then in addition to any other rights or remedies provided by law:
| (a) | each party is released from its obligations under this agreement, other than in relation to clause 15 (Confidentiality), clause 16 (Intellectual Property) and clause 17 (Restraint); and |
| (b) | each party retains any rights, entitlements or remedies it had against any other party in connection with any breach or Claim that has arisen before termination. |
| 13.4 | Liability |
| (a) | On termination all entitlements of the Contractor to the Fees under clause 4 will cease with the exception of any Fees owing at the date of termination. |
| (b) | Termination of this agreement will not affect, limit, reduce or bring to an end any liability of the Company or the Contractor to pay any amount that is or becomes due and payable to the other prior to termination. |
| (c) | The Company acknowledges and agrees that if the Company, any Group Company, or any employees or officers of the Company brings any claim or dispute against the Contractor or a Key Person, liability is limited to the Fees the Contractor is entitled to within the 45 days immediately before a written notice is issued under clause 26(b) of this agreement. |
| (d) | The Parent Company acknowledges and agrees that: |
| (i) | any breach by the Company extends to the Parent Company; |
| (ii) | the Parent Company is liable in the event the Company cannot meet its obligations under this agreement. |
| 13.5 | Acknowledgment |
The Contractor acknowledges that the Company will not be liable in connection with any of the acts and/or omissions of the Contractor or the Key Person from the date of termination.
| 13.6 | Deductions |
On termination of this agreement, or at any other time, the Company reserves the right to deduct from the Fees any money which the Contractor may owe to the Company including:
| (a) | any debts owing to the Company by the Contractor in accordance with the terms of this agreement; |
| (b) | overpayments of the Fees; |
| (c) | the replacement value of any property of the Company not returned by the Contractor; and |
| (d) |
| (e) | if the Contractor fails to provide the Company with the period of notice required under clause 13.2(a), the amount of the Fees the Contractor would likely have received for providing the Services during the non-completed part of the required notice period based on an average of the Fees paid to the Contractor in the four weeks immediately preceding the termination. |
| 14 | Conflict of interest |
| 14.1 | Declaration of conflict of interest |
The Contractor warrants that no conflict of interest, restriction or impediment exists or is likely to arise that would prevent the Contractor from providing the Services or complying with their obligations under this agreement.
| 14.2 | Other business activities during the Term |
| (a) | The Contractor operates an independent enterprise and the parties expressly agree that the Contractor may engage in business activities other than the provision of the Services to the Company during the Term, including that the Contractor may provide similar services to others subject to clauses 14.2(b) and 14.2(c). |
| (b) | The Contractor must ensure that the business activities in which the Contractor engages do not create, a conflict of interest with the Company’s interests or the Services being provided to the Company under this agreement. |
| (c) | If the Contractor engages in business activities which he considers are, or may, create a conflict of interest with the Company’s interests or the Services provided to the Company under this agreement, the Contractor is required to notify the Company Representative immediately. |
| (d) | For the avoidance of doubt, nothing in this agreement precludes the Company from engaging any other person or entity to perform services similar to the Services, and the Company does and will obtain similar services from others. |
| 15 | Confidentiality |
| (a) | The Contractor must keep secret and must not at any time (whether during or after this agreement) use for the Contractor’s own or another’s advantage, or reveal to any person, any Confidential Information. The restrictions contained in this clause will not apply to any disclosure or use authorised by the Company or required by law or by this agreement. |
| (b) | The Contractor must require that each of its employees and personnel assisting the Contractor, including the Key Person, to provide the Services comply with the requirements of this clause. |
| (c) | The Contractor agrees that on the termination of this agreement (however occurring) the Contractor will immediately deliver to the Company all property belonging to the Company or the Group which may be in the possession of the Contractor or the employees or personnel of the Contractor (including the Key Person) including Confidential Information. |
| 16 | Intellectual property |
| (a) | The Company will own all Works and Intellectual Property Rights in the Works. |
| (b) | In particular, the Contractor: |
| (i) | unconditionally assigns to the Company all existing and future Intellectual Property Rights in the Works; |
| (ii) | acknowledges that by virtue of this clause, all existing Intellectual Property Rights in the Works vest in the Company on creation; and |
| (iii) | will execute all additional documentation that may be required by the Company from time to time to perfect that assignment of the Intellectual Property Rights. |
| (c) | Clause 16(a) does not affect the ownership of any Intellectual Property Rights owned by the Contractor in any existing material (if any) incorporated into or used to produce the Works, but the Contractor grants to the Company a permanent, royalty free, worldwide, non-exclusive licence to use, copy, modify, exploit and sub licence that pre-existing material. |
| (d) | The Contractor must not make any claim that the Contractor has any right, title or interest in the Intellectual Property Rights in the Works or to use those rights. |
| (e) | The Contractor warrants that: |
| (i) | the Contractor has the legal right to grant to the Company the assignment of Intellectual Property Rights in the Works under clause 16(b); and |
| (ii) | in undertaking the Contractor’s obligations under this agreement and delivering the Works, the Contractor: |
| (A) | will not breach any obligation owed to any person; and |
| (B) | will not infringe any Intellectual Property Rights of any person. |
| 17 | Moral rights |
| (a) | The Contractor gives consent for the Company to act in any way which may otherwise infringe the Contractor’s Moral Rights in the Works. |
| (b) | Without limiting the generality of clause 15(a), the Contractor consents to the Company failing to identify the Contractor as the author of the Works, falsely attributing authorship of any of the Works and/or subjecting the Works to derogatory treatment and, in particular: |
| (i) | not identifying the Contractor, whether by act or omission, as the author of the Works, including not allowing the inclusion of any watermark or imbedded mark in any of the Works which would identify the Contractor as the creator or contributor of the Works; |
| (ii) | not mentioning or acknowledging the Contractor’s authorship to the Works, any final or related or derivative products, programs or materials, including marketing and collateral material; |
| (iii) | not mentioning or acknowledging the Contractor’s authorship of the Works in any reproduction, adaptation, transmittal or publication; or |
| (iv) | amending the shape, configuration, design, appearance or any other feature of the Works, subjecting the Works to derogatory treatment or changing the purpose of use of the Works for any reason, including use of the design on the Internet or any other medium for promotional purposes. |
| (c) | The Contractor warrants that the Contractor will execute further documentation as may be required by the Company to perfect the consents and undertakings the Contractor has given to the Company regarding the Contractor’s Moral Rights. |
| (d) | The Contractor acknowledges that any consents which have been given in respect of the Contractor’s Moral Rights are given genuinely. |
| 18 | Restraint |
| (a) | After the termination of this agreement for the Restricted Period, the Contractor must not, directly or indirectly, do any of the following: |
| (i) | solicit, canvass or approach any person who is, or was during the 12 months immediately preceding the termination of this agreement, a client, customer or supplier of the Company with whom the Contractor has or has had contact of a business related type, with a view to establishing a relationship with or obtaining the custom of that person in the capacity which is the same as the relationship that person has or had with the Company; or |
| (ii) | solicit, canvass, induce or encourage any person who is an employee of the Company with whom the Contractor has or has had contact of a business related type to leave his or her employment. |
| (b) | The Contractor acknowledges that: |
| (i) | in providing the Services the Contractor will establish personal contacts and relationships with the Company’s customers, clients and suppliers and that these relationships form part of the goodwill of the Company and are of great value to the Company; |
| (ii) | the restraints contained in this clause are fair and reasonable in terms of their extent and duration, do not unreasonably restrict its right to carry on the Services or similar services to those provided by the Contractor to the Company, and go no further than what is necessary to protect the goodwill and interests of the Company; and |
| (iii) | the Company is relying on the acknowledgments in clauses 18(b)(i) and 18(b)(ii) in entering into this agreement. |
| (c) | Each restraint in this clause (resulting from any combination of the wording in clause 17 and the relevant definitions) constitutes a separate restraint that is severable from the other restraints. If any part of the restraint (including any associated definition) is judged to be void or unenforceable or illegal because it goes beyond what is reasonable to protect the interests of the Company or for any other reason, it will be read down so as to be valid and enforceable. If it cannot be so read down, the provisions (or where possible, the offending words) will be severed from this clause without affecting the validity or enforceability of the remaining provisions (or parts of those provisions) of this clause, which will continue to have full force and effect. |
| 19 | Costs and expenses |
Each party must pay that party’s own costs and expenses in respect of:
| (a) | the negotiation, preparation, execution and delivery of this agreement and of any documents entered into under or in respect of this agreement; and |
| (b) | the performance of that party’s obligations under this agreement. |
| 20 | Independent contractor status |
| 20.1 | Independent contractor |
The Contractor, including the Key Person, warrants to the Company that they are a genuine independent contractor for all purposes and acknowledges that the Company has relied on this representation in entering into this agreement.
| 20.2 | Nature of relationship |
Nothing in this agreement will be construed as establishing the relationship of employer and employee between the Company and the Key Person nor as creating a partnership between the parties, but the relationship between the Company and the Key Person will at all times be that of principal and contractor and not otherwise. Should any provision of this agreement be inconsistent with this clause, this clause will prevail to the extent of any inconsistency.
| 20.3 | No claim for employment entitlements |
| (a) | No principal, employee or personnel of the Contractor, including the Key Person, will be entitled to claim from the Company any form of leave including personal leave, annual leave, long service leave or any other form of leave, or any other employment-related entitlements such as termination pay, redundancy pay, entitlements under industrial instruments and statute or at common law. |
| (b) | In the event the Contractor claims or the Company becomes otherwise liable for the entitlements set out in clause 20.3(a), the Contractor indemnifies the Company on a full indemnity basis for such payments (including all costs, penalties, fines and fees in respect of such payments) unless the Company’s liability is the direct or indirect result of the conduct of the Company. |
| 21 | Health and safety |
| (a) | In carrying out the Services, it is the responsibility of the Contractor to ensure that: |
| (i) | it, the Key Person and any other employees or personnel of the Contractor who assist with the provision of the Services observe all relevant work health and safety laws; |
| (ii) | it, the Key Person and any other employees or personnel of the Contractor who assist with the provision of Services are aware of and comply with the health and safety policies and procedures of the Company; and |
| (iii) | the Key Person and any other employees or personnel of the Contractor who assist with the provision of Services will not consume or be under the influence of alcohol or any drug (except where legally available or prescribed medication). |
| (b) | Prior to the Commencement Date, the Contractor must: |
| (i) | inform the Company of any specific health problems, pre-existing disabilities or injuries of the Key Person or any other employees or personnel of the Contractor who assist with the provision of Services that may be directly or indirectly relevant to the Contractor providing the Services; and |
| (ii) | inform the Company of any duties the Key Person or any other employees or personnel of the Contractor who assist with the provision of Services are unable to perform that are directly or indirectly relevant to the Contractor providing the Services. |
| (c) | During the Term, the Contractor must immediately advise the Company if: |
| (i) | the working conditions are unsafe; |
| (ii) | the Contractor, the Key Person or any other employees or personnel of the Contractor sustains an injury while providing the Services; or |
| (iii) | the Contractor, the Key Person or any other employees or personnel of the Contractor develops any health problem, illness or injury which may restrict, impede or prevent the Contractor from performing the Services. |
| 22 | Workers’ Compensation |
| (a) | Where the Company is deemed to be the employer of the Key Person or any other employee or personnel of the Contractor for the purposes of applicable workers’ compensation legislation, the Company will provide workers’ compensation insurance. |
| (b) | Where the Company is not deemed to be the employer of the Key Person or any other employee or personnel of the Contractor for the purposes of applicable workers’ compensation legislation, the Contractor will be responsible for ensuring that the Contractor and each of the Contractor’s employees or personnel including the Key Person have adequate accident and sickness insurance and the Company will have no liability in this regard. |
| (c) | To assist the Company in determining whether it is required to provide workers’ compensation insurance for the Key Person or any other employee or personnel of the Contractor, the Company may request certain information from the Contractor and the Contractor must provide that information in a timely manner. |
| 23 | Superannuation |
The Company will not pay superannuation on behalf of the Contractor or any employee or personnel of the Contractor including the Key Person, on the basis that they are not common law employees of the Company and are not deemed employees of the Company under the Superannuation Guarantee (Administration) Act 1992 (Cth). In the event the Company is required to pay superannuation for any employee or personnel of the Contractor including the Key Person, the Contractor indemnifies the Company against any superannuation payment.
| 24 | GST |
| 24.1 | Interpretation |
Words and expressions used in this clause 24 which are not defined in this agreement, but which are defined in the GST Act, have the meaning given to them in the GST Act.
| 24.2 | Consideration does not include GST |
The consideration for any supply made under or in connection with this agreement does not include an amount for GST, unless it is expressly stated in this agreement to be inclusive of GST.
| 24.3 | Recovery of GST |
To the extent that GST is or becomes payable on any supply made under or in connection with this agreement (not being a supply for which the consideration is expressly stated in this agreement to be inclusive of GST), the party required to provide the consideration for the supply must pay, in addition to and at the same time as the consideration is to be provided, an amount equal to the amount of GST on the supply.
| 24.4 | Reimbursement or indemnity payments |
Where a party is required under this agreement to pay, reimburse or indemnify another party for any loss, cost or expense, the amount to be reimbursed or indemnified will be the amount of the loss, cost or expense reduced by an amount equal to any input tax credit that the other party is entitled to claim for the loss, cost or expense and increased by the amount of any GST payable in accordance with clause 24.3.
| 24.5 | Tax invoice |
The Company need not make a payment for a taxable supply made under or in connection with this agreement until it receives a tax invoice for the supply to which the payment relates.
| 25 | Notices |
| 25.1 | Giving of notice |
A notice required or permitted to be given by one party to another under this agreement must be in writing and will be treated as being duly given and received if it is:
| (a) | delivered personally to that other party; |
| (b) | left at that other party’s address; |
| (c) | sent by pre-paid mail to that other party’s address; or |
| (d) | transmitted by email to that other party. |
| 25.2 | Address for service |
For the purposes of this clause, the address of a party is the address set out in item 10 of the schedule or another address of which that party may from time to time give notice to each other party.
| 26 | Dispute resolution |
| (a) | Except where interim or urgent interlocutory relief is sought, prior to the commencement of any legal proceedings, whether in a court or by way of arbitration, the parties agree to use reasonable endeavours to resolve a dispute. |
| (b) | If a party considers that a dispute exists, then that party must give written notice to the other party that it considers a dispute exists specifying the dispute, including identifying any event, matter or omission that the party relies on as giving rise to the dispute. |
| (c) | The parties must meet within 28 days of the date of the notice given under clause 26(b) for the purpose of seeking to resolve the Dispute (Resolution Period). |
| (d) | If the dispute is not resolved during the Resolution Period, then any of the disputing parties may refer the dispute for determination by arbitration no later than five business days after the end of the Resolution Period. |
| (e) | Any dispute referred for arbitration under clause 26(d) must be conducted in accordance with the Institute of Arbitrators & Mediators of Australia Rules for the Conduct of Commercial Arbitrations and: |
| (i) | be conducted by an arbitrator agreed on by the disputing parties; or |
| (ii) | if the disputing parties are unable to agree on an arbitrator five business days of the date of the submission to arbitration under clause 26(d), be conducted by an arbitrator appointed by the then current president or acting president of the Institute of Arbitrators & Mediators Australia following a request from any of the disputing parties. |
| (f) | The parties agree that an award made by the arbitrator will, in the absence of manifest error, be binding on the parties. |
| (g) | The cost of any arbitrator will be shared equally between each of the disputing parties participating in the arbitration. Subject to any award of costs made by the arbitrator, the disputing parties will each bear their own costs of any arbitration. |
| (h) | Failure by a party to a dispute to comply with clause 26 may be pleaded in bar to the continuance of any proceeding initiated by that party until this clause has been complied with. |
| 27 | Further steps |
Each party agrees to promptly do all things reasonably necessary or desirable to give full effect to this agreement and the transactions contemplated by it, including obtaining consents and signing documents.
| 28 | No merger |
On completion or termination of the transactions contemplated by this agreement, the rights and obligations of the parties set out in this agreement will not merge and any provision that has not been fulfilled remains in force.
| 29 | Entire agreement |
This agreement constitutes the entire agreement between the parties about its subject matter and supersedes all previous communications, representations, understandings or agreements between the parties on the subject matter.
| 30 | Amendment |
This agreement may only be amended or varied in writing signed by each party.
| 31 | Waiver |
| 31.1 | No waiver |
No failure to exercise or delay in exercising any right given by or under this agreement to a party constitutes a waiver and the party may still exercise that right in the future.
| 31.2 | Waiver must be in writing |
Waiver of any provision of this agreement or a right created under it must be in writing signed by the party giving the waiver and is only effective to the extent set out in that written waiver.
| 32 | Severability |
If any provision of this agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
| 33 | Assignment |
The Contractor must not, at law or in equity, assign, transfer or otherwise deal with any of its rights or obligations under this agreement without the prior written consent of the Company.
| 34 | Counterparts |
This agreement may be signed in any number of counterparts. All signed counterparts taken together constitute one agreement.
| 35 | Governing law and jurisdiction |
| 35.1 | Governing law |
This agreement is governed by the laws in force in the state specified in item 16 of the schedule.
| 35.2 | Jurisdiction |
The parties submit to the exclusive jurisdiction of courts of the state specified in item 16 of the schedule and the Federal Court of Australia and any courts that may hear appeals from those courts about any proceedings in connection with this agreement.
EXECUTED as an agreement.
Independent contractor agreement - corporate
Schedule
| 1 | Date of agreement |
22 July 2026
| 2 | Details of the Company |
SharonAI Pty Ltd ACN 645 215 194 of 303/44 Miller Street, North Sydney NSW 2006
| 3 | Details of the Parent Company |
SharonAI Holdings Inc or any subsequent parent company of SharonAI Pty Ltd.
| 4 | Details of the Contractor |
Broadfoot Group Pty Ltd ACN 632 357 638
| 5 | Details of Key Person |
Tim Broadfoot
Email: tim@broadfootgroup.com.au
Phone number: 0447097271
| 6 | Commencement Date |
1 September 2026
| 7 | Fees |
Fees payable by the Company will be on the basis of $25,000 per month exclusive of GST
| 8 | Invoice Period |
Monthly
| 9 | Payment Period |
Seven days
| 10 | Address for service |
Contact details as set out in items 2, 3 and 5 of this schedule
| 11 | Notice |
1 Month
| 12 | Services |
Accounting Handover advisory services
| 13 | Location and hours |
| 13.1 | Location |
Sydney CBD / North Sydney / Remote or other such location as agreed
| 13.2 | Hours |
The Contractor will provide the Services during standard business hours (9.00am to 5.00pm) on an as required basis, with such requirement to be reasonable
| 14 | Company representative |
The Chairman of the Board or in there alternate the Chief Executive Officer
| 15 | Term |
2 months from the Commencement Date
| 16 | Jurisdiction |
New South Wales
Independent contractor agreement - corporate
Signing page
| EXECUTED by SHARONAI PTY LTD ACN 645 215 194 in accordance with section 127 of the Corporations Act 2001 (Cth) by being signed by the following officers: | ||
| /s/ James Manning | James Manning |
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Signature of sole director and sole company secretary |
Name of sole director and sole company secretary (please print) |
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EXECUTED by SHARONAI HOLDINGS INC by its authorised signatory: |
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| /s/ James Manning | ||
Signature of signatory |
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James Manning |
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Name of signatory (please print) |
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EXECUTED by BROADFOOT GROUP PTY LTD ACN 632 357 638 in accordance with section 127 of the Corporations Act 2001 (Cth) by being signed by the following officers: |
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/s/ Tim Broadfoot |
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Signature of sole director and sole company secretary |
Exhibit 99.1
Sharon AI Appoints Anuj Goel as Chief Financial Officer
NEW YORK, July 22nd, 2026 — SharonAI Holdings Inc. (NASDAQ: SHAZ) and its subsidiaries (“Sharon AI” or “the Company”), a leading Australian Neocloud, today announced the appointment of Mr. Anuj Goel as incoming Chief Financial Officer, strengthening the company’s executive leadership team as it accelerates the expansion of its AI infrastructure platform.
Anuj joins Sharon AI after a distinguished 20-year career at Macquarie, most recently serving as Head of Technology, APAC at Macquarie Capital, where he advised boards, founders and investors on many of Australia’s most significant technology, telecommunications, media and digital infrastructure transactions.
His appointment comes at a pivotal stage in Sharon AI’s growth as the company continues to scale its AI cloud platform and expand its position as a provider of sovereign AI infrastructure.
Sharon AI also announced that Mr. Tim Broadfoot will step down as the incumbent Chief Financial Officer following a successful tenure in which he helped establish the company’s financial foundations. The Board thanks Tim for his significant contribution and wishes him every success in the future. Tim will work closely with Mr. Goel over the next few months to ensure a seamless transition of responsibilities.
As Chief Financial Officer, Mr. Goel will lead Sharon AI’s financial strategy, capital management, corporate development and financial operations, supporting the company’s next phase of growth. Mr. Goel’s first day in the role will be Monday, 24th of August.
Prior to leading Macquarie Capital’s technology practice in the region, Mr. Goel spent six years in Macquarie’s global Venture Capital team evaluating investment opportunities in Europe, North America and the Asia Pacific region. During this time, he developed experience across the investment lifecycle, including deal origination, financial analysis and valuation, business strategy and portfolio management, and supported the growth of companies including PEXA, Temple & Webster, oOh!media and RP Data (now Cotality) from an early stage.
James Manning, Chief Executive Officer and Co-founder of Sharon AI, said, “Anuj brings an exceptional combination of financial leadership, capital markets expertise and deep knowledge of the technology and digital infrastructure sectors. As Sharon AI continues to scale, his experience advising many of the region’s leading technology businesses and investors will be invaluable as we execute our long-term growth strategy.”
“His appointment further strengthens our executive team and reflects the calibre of leadership we are assembling to build one
of the world’s leading AI infrastructure companies. We thank our outgoing CFO, Tim Broadfoot, for his significant contribution
and wish him well for the future. Tim will continue to work within Sharon AI for some months in a handover with Anuj.”
Anuj Goel, Chief Financial Officer of Sharon AI, said, “Artificial intelligence is creating one of the most significant opportunities of our generation, and Sharon AI is uniquely positioned to help meet the growing demand for sovereign AI compute. I’m excited to join the company at such an important stage of its journey and look forward to working with the team to build a disciplined financial platform that supports long-term growth while delivering value for customers, partners and shareholders.”
The appointment of Anuj Goel further strengthens Sharon AI’s leadership team as the company continues to expand its AI cloud platform and invest in the infrastructure required to support the next generation of AI innovation.
Disclosure Information
Sharon AI primarily uses its Investor Relations page (https://sharonai.com/investors/) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. The Company also notes that, at times, it uses other communication mediums including, but not limited to, its X account (sharon__ai) and/or LinkedIn account (sharon-AI) to disseminate information about the Company, and can be additional sources of information outside press releases, regulatory filings with the SEC and any other conference calls, webcasts, investor days, etc. that the company may hold.
About Sharon AI
Sharon AI, a leading Australian Neocloud, is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU/CPU Compute Infrastructure. Our AI Cloud platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions, powering the next wave of accelerated computing adoption. For more information, visit www.sharonai.com.
Forward-Looking Statements
This press release may contain, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical facts, and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “strategy,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions or references to future periods. Forward-looking statements in this release include specific statements regarding the intended use of proceeds. Examples of such forward-looking statements include but are not limited to express or implied statements regarding Sharon AI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:
| ● | Service and product offerings; | |
| ● | Receipt and use of proceeds; | |
| ● | The deployment of assets and expansion of network procurement; | |
| ● | Sharon AI’s ability to engage with additional potential customers; | |
| ● | Expansion of Sharon AI’s data center footprint and capacity; and | |
| ● | The strengthening of Sharon AI’s partner network. |
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, among others, all of the risks described in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed with the SEC and other reports subsequently filed with the SEC. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other filings with the SEC, which are available at www.sec.gov.
The forward-looking statements and other information contained in this news release are made as of the date hereof and Sharon AI does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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