THIS TRAINING AGREEMENT commences on the Effective Date and is made

BETWEEN:

MODIS CONSULTING PTY LTD ABN 25 076 517 354 of Level 4, 123 Pitt Street, Sydney, NSW 2000 ("Modis")

AND

THE PARTICIPANT LISTED IN THE SCHEDULE (“Participant” or “you”).

CONTEXT

Modis has agreed to provide certain Training to the Participant on the terms and conditions set out in this Agreement.

IT IS AGREED

1. INTERPRETATION

1.1 Definitions

In this document:

“Agreement” means this Agreement including any schedule to this Agreement in force from time to time;

“Business Day” means a day that is not a Saturday, Sunday, gazetted public holiday or bank holiday;

“Confidential Information” includes the Training Material and any matter or information concerned with, or arising out of, this Agreement, where such information is marked “confidential” or which a party knows or ought to know is confidential, excluding information which a party can prove by the party’s contemporaneous written records was already in the party’s possession or in the public domain (other than by reason of a breach of this Agreement) or information received by a party independently of this Agreement (as demonstrated by the contemporaneous written records of the party);

“Effective Date” means the earlier of:

(a) the date in which you first receive access to the Training Materials or the Training (whichever is earlier); or

(b) where execution of this agreement is required by Modis, the date of the Participant signs this Agreement;

“Intellectual Property Rights” includes any present or future copyright, patent, registered design, trademark, trade name, domain name, ideas, concepts, tools, methodologies, know-how, trade secret or other protected rights in any country;

“Modis IP” means any and all Intellectual Property Rights owned by or licensed to Modis, any Related Body Corporate of Modis, or any employee, contractor (including sub-contractor), consultant or other personnel of Modis or any Related Body Corporate of Modis;

“Related Body Corporate” has the same meaning as under the Corporations Act 2001 (Cth);

“The Adecco Group” means Modis and its Related Bodies Corporate;

“Training” means the training to be provided by Modis under the relevant program, webinar or course that the Participant agrees to participate in;

“Training Material” means any videos, webinars, training documents, manuals, data or the subject matter of any Intellectual Property Rights.

2. OBLIGATIONS OF THE PARTICIPANT

2.1 The Participant acknowledges that the Training Material are owned by Modis and undertakes that it will not:

(a) disseminate, record, reproduce or make any copies of the Training Material in any way, or

(b) use the Training or the Training Materials for the benefit of any person except the Participant.

2.2 The Participant agrees that:

(a) the Training does not constitute a recruitment program and does not guarantee the Participant any particular outcome or future employment opportunity;

(b) The Adecco Group collects personal data (first name, last name and email address (“Personal Data”) that you provide to The Adecco Group when registering for the Training in accordance with Adecco Group’s privacy policy available at https://www.adecco.com.au/privacy-policy/. You are free to decide whether you want to provide your Personal Data to The Adecco Group, however you are obliged to provide the Personal Data required to register for the Training. If you do not provide the Personal Data, you will not be able to register. The Adecco Group uses the Personal Data collected for the purpose of administering the Training (e.g. giving access to the webinars, to follow up on your registration for and participation in the webinars, including sending out reminders, and to administer and keeping track of your learning history);

(c) by registering for this Training, you (a) acknowledge and agree to the conditions specified; and (b) agree to receive information about future events or services from The Adecco Group. You may unsubscribe at any time by contacting privacy@adecco.com.au;

(d) webinars hosted by Modis will record the name you enter when joining the webinar which will be visible to other participants; and

(e) webinars and events in relation to the Training may be recorded by Modis and used for future marketing purposes and your achievements, photographs and quotes may be shared on The Adecco Group’s LinkedIn page.

3. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

3.1 Each party will ensure that:

(a) it keeps confidential all Confidential Information;

(b) it does not disclose any Confidential Information to any person except:

i. as required by law;

ii. with the prior written consent of the other party; or

iii. to Modis’ agents, employees or advisers or Related Bodies Corporate.

(c) The Participant will ensure that:

i. it does not use any Confidential Information for the benefit of any person except the Participant; and

ii. it maintains proper and secure custody of all Confidential Information and will use all reasonable efforts to prevent the use or disclosure of the Confidential Information by third parties.

3.2 The Participant acknowledges and agrees that Modis or its licensee shall retain all right, title and interest in the Modis IP and nothing in this Agreement shall constitute the transfer of any Modis IP to the Participant.

3.3 Modis is the sole owner of any rights in the Intellectual Property Rights created, conceived or developed in connection with the Training and this Agreement.

3.4 If Modis makes available to the Participant software or other Intellectual Property Rights owned by a third party (and such software or Intellectual Property Rights do not fall within the definition of Modis IP) under this Agreement, the Participant acknowledges that such software or Intellectual Property Rights will be provided to the Participant on the basis of the relevant third party’s terms and conditions.

4. MISCELLANEOUS

4.1 Amendment

This Agreement may be varied or replaced only by a document duly executed by the parties.

4.2 Governing law and jurisdiction

(a) This Agreement is governed by and is to be construed in accordance with the law of the state of New South Wales.

(b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the relevant jurisdiction and any courts which have jurisdiction to hear appeals from any of those courts.

4.3 Entire understanding

(a) This Agreement embodies the entire understanding and Agreement between the parties as to the subject matter of this document.

(b) No oral explanation or information provided by any party to another shall:

i. affect the meaning or interpretation of this Agreement; or

ii. constitute any collateral agreement, warranty or understanding between any of the parties.

5. LIABILITY

(a) Modis’ liability under this Agreement is limited to the cost of it supplying the Training again, or the cost of having the Training supplied again, whichever is the lowest amount.

(b) For the avoidance of doubt, Modis will not be liable to the Participant or any person claiming through it in any circumstances for any indirect, economic, special or consequential loss or damage, including but not limited to loss of revenue, loss of production or loss of profits.

6. TERMINATION

6.1 A party (Non-Defaulting Party) may terminate this Agreement in whole or in part immediately on written notice if the other party (Defaulting Party):

(a) breaches this Agreement and the breach cannot be remedied; or

(b) breaches this Agreement and the breach can be remedied but the Defaulting Party fails to do so with 15 Business Days (or such longer period stated in the notice in writing) of the Non-Defaulting Party issuing a notice of the breach to the Defaulting Party.

6.2 Termination of this Agreement shall not release any party from its obligation to pay any amounts owing to the other party in accordance with the terms of this Agreement, in relation to any matter occurring up to and including the date of termination of this Agreement, or from any obligation of confidentiality contained in this Agreement, (which obligation shall continue after such termination) for a period of at least five (5) years or until the Confidential Information has ceased to be confidential, whichever is the later.

SCHEDULE – PARTICIPANT’S DETAILS

This Agreement applies to all participants who agree to participate in the Training by Modis and commences on the Effective Date irrespective of whether the Agreement has been executed by you.

By accepting or using Training provided by Modis, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, you must not use or participate in Training provided by Modis.

Modis reserves the right to require you to execute this Agreement at any time, including after the conclusion of a Training program. Where this request is made by Modis, you will be required to complete your details in the fields below and promptly return this Agreement to Modis.

EXECUTED BY:

................................................................ Participant’s signature

................................................................ Full name of Participant (print)

................................................................ Address of Participant

................................................................ Date