Exhibit 10.8
Insource Pty. Ltd. Service Agreement
ABN 21 107 588 563
THIS AGREEMENT is made on the date set out In the Schedule 1 In the place set
out in Schedule 2 BETWEEN Insource Pty Ltd (herein after called "Insource") of
the one part AND the person or company named in Schedule 3 (herein after called
"the Client") of the other part.
NOW IT IS AGREED:
(1) Services
Insource will provide the Client the services as set out in Schedule 4.
(2) Invoicing & Payment
Insource will invoke the Client as set out in Schedule 5 and the Client
must pay within Seven (7) days of receipt of the Invoice,
(3) Time & Fee Estimates
(a) The Client acknowledges that the period of time specified in
Schedule 6 and the estimate of fees in Schedule 7 are estimates
only and are based on initial project requirements provided by the
Client.
(b) In the event of variation of the Client's requirements used to
calculate estimates revisions to the estimates listed in Schedules
6 and Schedule 7 shall be made from time to time and agreed upon
in writing by both parties.
(4) Expenses
The Client agrees that it shall reimburse Insource for all included
expenses and disbursements as Indicated In Schedule 8.
(5) Changes to Estimates
(a) Insource reserves the right to increase fees in the event of the
Client's failure to meet the timeframes as set out In Me Schedule
9. In particular, access to resources and timely sign-off on
deliverables will affect resource utilisation.
(b) Such increased fees shall represent reimbursement for time lost by
Insource based on the hourly rate or otherwise as a proportion
total project cost as agreed to herein.
(c) The increased fees will be deemed to be accepted by the Client
unless the Client provides written notification to Insource of its
objection to the increase with Seven (7) days of receipt of the
notification. On receipt of an objection the parties will
negotiate in good faith to reach an agreement Failing which Clause
9(d) shall apply.
(6) Insource Personnel
(a) The Client will give Insource, its representatives and
contractors, such access to the Client's premises as required to
enable Insource to carry out the agreed services and the Clients
personnel will provide all assistance reasonably requested
Insource.
(b) The Client will not, from the date of this Agreement to twelve
months after completion of the provision of services by Insource
solicit, employ_ or contract any employee or contractor of
Insource who provides services to the Client under this agreement
(c) The Client agrees that if it employs or engages any person
directly contrary to clause 4(b) above, it shall be liable to pay
to Insource liquidated damages in a once oft amount equal to 1096
of such person's annual salary or annualised contracted amount if
a contractor) at the time of departing Insource, even if they have
been employed or con by another organisation after departing
Insource and prior to being engaged or employed by the client
(7) Confidentiality
(a) Each party shall treat as confidential information which comes
into its possession, pursuant to or as a result of or in the
performance of this Agreement, whether such information relates to
the
Insource Pty. Ltd. Service Agreement
ABN 21 107 588 563
business, sales, marketing or technical operations of the other
Party, the clientele of the other Party, any concept or design
details or otherwise.
(b) Neither Party shall without the written permission of the other,
disclose such confidential information to any third Party.
(8) Warranties and Liability
(a) Where the Tirade Practices Act 1974 or other applicable laws Imply
conditions or warranties or give other rights In respect of this
Agreement, Insource's liability for any breach of such a
condition, warranty or right will (but only to the extent
permitted by law) be limited:
(I) in the case of goods supplied to the replacement or repair
of the goods or the supply of equivalent goods, the payment
of the cost of repairing or replacing the goods or of
acquiring equivalent goods;
(II) In the case of services supplied, to the supplying of the
services again or the payment of the reasonable cost of
having the services supplied again.
Except as set out above all implied conditions, warranties and
rights are excluded from this Agreement.
(b) Insource will not be liable to the Client or any persons claiming
under it in contract, tort or otherwise for or in respect of any
direct, indirect, or consequential loss, damage, expense or injury
suffered by the Client or any other person arising out of or
relating to Ns Agreement or any delay, non-performance or error in
information supplied to the Client by lnsource n connection with
this Agreement or any services provided, and the Client
indemnifies Insource in respect of any such claim including legal
fees.
(9) Termination
(a) Either Party may terminate this agreement by giving the other
Party thirty (30) days written notice, or the parties may mutually
agree in writing m a shorter notice period
(b) This agreement will automatically Germinate 9 the Client enters
into an arrangement or composition with creditors, an application
is made for the appointment of a Iiquidator, controller,
administrator, official manager receiver and manager or similar
officer, an event happens which would allow a court to wind the
Client up, the Client ceases to car on business or is unable On
debts or or an does not remedy the breach with fourteen (14) days
of receiving notlce from Insource to rectify the breach or the
breach is Incapable of being remedied.
(c) In the event Insource provides a further estimate pursuant to
paragraph 3(b) above then on receipt of such further estimate the
client may elect to immediately terminate this Agreement and the
Client will pay Insource all fees up to the date of termination
and the Client acknowledges that Insource win not be liable for
any costs, expenses, liability or damages associated with
Insource's failure to complete the services.
(d) If the Client objects to an increase in fees pursuant to paragraph
3(b) then either Party may terminate the agreement within Seven
(7) days of the date of the notice of objection without prejudice
to either party's right to compensation for breech of this
agreement by the other party.
(10) Variations
Variations to this Agreement may only take place by the written consent
of both parties confirmed (n writing by letter facsimile of e-mail.
(11) Assignments
This Agreement Is personal to the Client and can not be assigned to any
third party without the written consent on Insource who may require as a
condition of such consent the execution by the proposed assignee of an
agreement in similar terms to this agreement
Insource Pty. Ltd. Service Agreement
ABN 21 107 588 563
(12) Miscellaneous
(a) If any term or provision or pat of this Agreement, not being of a
fundamental nature, win be held illegal or unenforceable, it is to
that extent deemed omitted; the validity and enforceability of the
remainder of this Agreement will not be affected.
(b) This agreement is governed by the laws of New South Wales. The
parties hereby submit to the exclusive jurisdiction of the courts
of New South Wales.
SCHEDULES
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Schedule 1 (Date of Agreement)
21st day of September 2004
Schedule 2 (Place of Agreement)
Sydney, Australia
Schedule 3 (Client Details)
Name: Fit For Business (Australia) Pty. Ltd.
ABN: 96 085 568 672
Address: 10/27 Mayneview Street, Milton QLD 4064
Contact Person: Mark Poulsen
Telephone: (07) 3367 3355
Facsimile: (07) 3367 3252
E-mail: markp@fitforbusiness.com.au
Schedule 4 (Services)
(a) To develop 2 partly-integrated customer management systems,
combining online and standalone features, to allow Fit For
Business Pty Ltd and its employees, representatives,
consultants, and licensees to record, track and report
relevant customer information as initially outlined In the
System Scope proposal document dated 26 November 2003.
(b) Upon completion of the systems and receipt of the final
payment to Insource Pty Ltd, the client Is granted a
royalty-free unrestricted licence for the developed
software applications described In this schedule. This
licence provides the client all rights as to the further
distribution, sale and alteration or further development of
the systems. The source code for the systems remains the
property of Insource Pty Ltd,
(c) The 2 systems are defined as follows:
(i) a Customer Service Representative (CSR) system
[Standalone]
(ii) an Administration system [Online]
(iii) a reporting module for each system described above
will also be Included as part of that system.
Schedule 5 (Payments)
A deposit as indicated in Schedule 7(a) upon execution of this
agreement and then weekly payments as indicated In Schedule 7(c),
in advance beginning on the project development start date
Indicated In Schedule 9(b). The weekly payments being calculated
as equal proportion payments of the total estimated cost as a
percentage of the total estimated time required less the Deposit
paid.
Insource Pty. Ltd. Service Agreement
ABN 21 107 588 563
Schedule 6 (Time Estimate)
The 2 systems shall require the following development time:
(i) CSR System - 5 Weeks
(ii) Administrator System - 6 Weeks
(iii) Reporting Modules - 3 Weeks
Schedule 7 (Cost Estimate)
(a) Deposit: A$5000,00
(b) Estimated module development costs,
(i) CSR System - A$16500.00
(ii) Administrator System - A$15000.00
(iii) CSR System Reporting Module - A$4000.00
(v) Administration System Reporting Module - A$8000.00
(c) Weekly payment amount:
($43000.00 - $5000.00) / 14 = $2750.00
Schedule 8 (Agreed Expenses)
(a) Travel and Accommodation as required for meetings,
Installations, training.
(b) Applicable Mail and Courier Fees.
(c) Applicable Telephone and Facsimile Charges.
Schedule 9 (Timeline)
(a) Key Client Dates: 1 October, 2004 Final client project
requirements due to
Insource.
3 October, 2004 Final project
development breakdown
and scheduled provided
to the client.
Further key development dates to be agreed upon following
further discussions between Insource and the Client.
Dates to include deadlines for all deliverables by Insource
and equivalent sign-offs by the Client.
(b) Development Start; 22 October, 2004
(c) Development End: 15 December, 2004
Insource Pty. Ltd. Service Agreement
ABN 21 107 588 563
EXECUTED as an Agreement:
THE COMMON SEAL of Insource Pty. Ltd. )
(A.C.N. 107 588 563) Is affixed in accordance with )
its Constitution in the presence of: )
_____________________________________ Signature of authorised person:
Print Name of authorised person:
EVAN A. IULAI7ZIS
Office held:
DIRECTOR
THE COMMON SEAL of Fit For Business )
(Australia) Pty. Ltd. (A.C.N. 085 568 672) is )
affixed In accordance with its Constitution In the )
presence of:
/s/ Mark Poulsen Signature of authorised person:
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Mark Poulsen
Print Name of authorised person:
Office held: CEO