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Terms & Conditions – Ambassador Agreement

Additional Terms & Conditions
of the Ambassador Agreement

1. Ambassador Obligations

  1. Performance of Services
    1. The Ambassador must:
      1. during the Term, perform the Services with due care and skill and in a proper and effective manner and in good faith;
      2. report all complaints, queries and similar matters made by Clients to the Principal;
      3. not maintain an external database of the Principal’s Client information;
      4. comply with all of the Principal’s reasonable directions;
      5. comply with all of the Principal’s internal policies and procedures;
      6. comply with all laws; 
      7. regularly consult the Principal regarding the carrying out of the Services; 
      8. provide all tools, equipment, materials, labour and other resources necessary to provide the Services;
      9. provide all reports, briefs or other documents requested by the Principal as part of the Services; and
      10. as soon as practicable after becoming aware of any matter or circumstance which may adversely affect or has adversely affected the carrying out of the Services, give written notice to the Principal detailing the matter or circumstance and its anticipated effect on the Services.
    2. During the Term, the Ambassador must not hold itself out in any way to bind the Principal.

2. Time commitment

  1. The Ambassador Agreement is for 12-months, and will auto renew until terminated by notice in writing by either party. 
  2. The Ambassador must make itself available to provide all the Services to the Principal during the Term.
  3. The Principal acknowledges that the engagement of the Ambassador is not exclusive and that the Ambassador may provide services to third parties during the Term whereby they adhere to the general member Code of Conduct. 

3. Restraint

  1. Competition Restraint
    1. During the Term, the Ambassador must not in any Capacity, without the prior written consent of the Principal, directly or indirectly on their own account or jointly with or on behalf of any other person or corporation or otherwise on any account carry on, assist or be employed, engaged or concerned in any business which is engaged, whether directly or indirectly, in a business which is competitive to the business carried on by the Principal.
  2. Restraint Period
    1. The period within:
      1. twelve (12) months after the date of termination or expiry of this Agreement; or if that is not enforceable
      2. ten (10) months of the date of termination or expiry of this Agreement; or if that is not enforceable 
      3. eight (8) months of the date of termination or expiry of this Agreement; or if that is not enforceable
      4. six (6) months of the date of termination or expiry of this Agreement; or if that is not enforceable
      5. three (3) months of the date of termination or expiry of this Agreement.
  3. Non-interference
    1. At all times during the Term and on and from the date of termination or end of this Agreement, the Ambassador must not, and must procure that each of its Associates does not, during the Restraint Period:
      1. solicit, canvass or secure the custom of a person or company who is at the end of this Agreement, or was within twelve (12) months before the end of this Agreement, a Client of the Principal’s business or the Principal in connection with the business;
      2. accept any instructions from, deal with or in any way trade with any person or company who is at the end of this Agreement, or was within twelve (12) months before the end of this Agreement, a Client of the Principal’s business or the Principal in connection with the business;
      3. counsel, procure or assist any person to do any of the things referred to in this agreement;
      4. represent itself as being in any way connected with, interested in or associated with the business (except as a former employee) or any Business conducted by the Principal; or
      5. solicit, employ or engage the services of any employee of the Principal in connection with the business.
  4. Independence of restraint
    1. Each of the restraint obligations imposed on the Ambassador which results from combining each of the Restraint Periods with each Capacity and each of the activities referred to is a separate and independent obligation from every other restraint obligation imposed (though they are cumulative in effect).
  5. Reasonableness of restraint
    1. The Ambassador agrees that each of the restraint Obligations imposed SNA are reasonable in the extent having regard to the interests of each party to this Agreement and extends no further (in any respect) than is reasonably necessary and is solely to protect the Principal in respect of its goodwill.
  6. Ownership of Project Materials and Intellectual Property Rights
    1. Project Materials
      1. The Principal owns all rights, title and interest, including Intellectual Property Rights, in all Project Materials and ownership vests in the Principal on creation (including partial creation) of the Project Materials, regardless of whether the rights in the Project Materials, including Intellectual Property Rights, arise during this Agreement or after termination.
      2. If any right in the Project Materials (or any part of it) is or becomes owned by the Ambassador (by operation of law or otherwise), then the Ambassador:
        • holds those Project Materials on trust for the Principal; and
        • at the Principal’s written request, must unconditionally assign (including as an assignment of future copyright) all its rights, including Intellectual Property Rights, in the Project Material to the Principal.
    2. Ambassador must not infringe rights
      • The Ambassador must ensure that, in performing the Services, it does not infringe the Intellectual Property Rights of any person.
      • The Ambassador must obtain all Intellectual Property Right consents required to perform the Services in accordance with this Agreement.

4. Confidentiality

  1. Recipient must keep Confidential Information confidential.
    1. The Ambassador must:
      1. keep confidential all Confidential Information and not share or disclose any Confidential Information to any other person;
      2. only use Confidential Information for the purpose of providing or receiving (as the case may be) the Services or otherwise with the prior written consent of the Principal and must not use the Confidential Information for any other purpose; 
      3. not copy any document that contains Confidential Information or otherwise record or reproduce the Confidential Information in any material form except as is strictly necessary for the purpose of this Agreement or otherwise with the Principal’s consent;
      4. establish and maintain security procedures to prevent unauthorised access to or use of the Confidential Information or copying or reproducing of the Confidential Information; and
      5. whenever requested immediately return (or otherwise destroy) all Confidential Information belonging to the Principal and certify that no Confidential Information of the Principal is retained.
    2. Injunction
      1. The Ambassador acknowledges and agrees that a breach of this clause may cause the Principal irreparable damage for which monetary damages would not be an adequate remedy. Accordingly, in addition to other remedies that may be available, the Principal may seek and obtain injunctive relief against such a threatened breach.
    3. Disclosure required by law and public domain.
    4. The obligations in clause do not apply:
      1. to the extent necessary to make any disclosure required by law;
      2. to the extent necessary to perform the obligations under this Agreement by disclosing the Confidential Information to any subcontractor, officer, employee, agent or adviser of the Ambassador having first ensured that the third party agrees to keep the Confidential Information confidential on terms at least as restrictive as set out in this clause;
      3. to any disclosure agreed in writing between the parties; or
      4. where a portion of the Confidential Information has entered the public domain other than as a result of a breach of this Agreement, to that portion of the Confidential Information that has entered into the public domain.
  2. Privacy
    1. The Ambassador must:
      1. if it obtains Personal Information in the course of performing the Services, use or disclose that Personal Information only for the purposes of this Agreement;
      2. comply with its obligations under the Privacy Laws; and
      3. not do any act or engage in any practice which, if done or engaged in by the Principal, would be a breach of the Privacy Laws.
    2. The Ambassador must promptly notify the Principal if:
      1. it becomes aware of a breach or possible breach of any of the obligations contained, or referred to, in this clause whether by the Ambassador or any other person to whom the Personal Information has been disclosed for the purposes of this Agreement; or
      2. in relation to Personal Information obtained in the course of performing the Services it becomes aware that a disclosure of such Personal Information may be required by law.
      3. The Ambassador must ensure that its officers, employees and agents who deal with Personal Information for the purposes of this Agreement are aware of, and comply with, the obligations under this clause.
  3. Term and Termination
    1. Mutual Agreement
      1. This Agreement commences on the Commencement Date and continues:
        1. for the Term; or
        2. until either party gives 30 days’ written notice to the other (Termination Notice).
      2. The Principal may, in its absolute discretion, make payment of Service Fees in lieu of some or all of the period in which the Termination Notice is required to be given.
    2. Termination for breach
      1. If any party is in breach of a material term of this Agreement and the breach is capable of rectification, the other party must give the defaulting party written notice requesting that the breach be rectified within 10 Business Days (Breach Notice).
      2. If a breach of a material term of this Agreement has not been rectified within 10 Business Days of the giving of a Breach Notice, the party giving the Breach Notice may terminate this Agreement immediately by notice in writing to the other.
      3. If any party breaches a material term of this Agreement and the breach is not capable of rectification, the other party may terminate this Agreement immediately by notice in writing to the party in breach.
    3. Consequences of termination
      1. Following termination of this Agreement for any reason the Ambassador must
        1. within 5 Business Days of receiving a written request from the Principal return (or otherwise destroy if not practical or possible to return) all of the Principal’s Confidential Information; and
        2. not keep copies of any of the Principal’s Confidential Information in any form.
  4. Indemnity
    1. The Ambassador indemnifies the Principal and any Related Body Corporate of the Principal (and each of their officers, employees, contractors, consultants and agents) (the Indemnified Parties), and must keep the Indemnified Parties indemnified against any Claim against any Indemnified Party arising out of or referable to:
      1. any wilful or negligent act or omission arising out of the performance by the Ambassador of the Ambassador’s obligations under this Agreement; 
      2. any failure to comply with the Principal’s direction by the Ambassador in relation to the performance of the Services;
      3. a breach or default by the Ambassador of its obligations under this Agreement;
      4. any allegation that the Intellectual Property Rights of any third party has been infringed by the supply of the Services or the acts or omissions of the Ambassador; 
      5. any claim made against the Principal by any Worker, including but not limited to claims with respect to payment of Employer Liabilities; and
      6. any claim made by a Client with respect to any loss arising or connected to the Ambassador’s Services.
  5. General
    1. Each person who executes this document on behalf of a party under a power of attorney declares that he is not aware of any fact or circumstance that might affect his authority to do so under that power of attorney.
    2. Unless this document expressly states otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent under this document.  To be effective any consent under this document must be in writing.
    3. This document is binding on the parties on the exchange of executed counterparts. A copy of an original executed counterpart sent by facsimile or by email must be treated as an original counterpart, is sufficient evidence of the execution of the original and may be produced in evidence for all purposes in place of the original.
    4. This document contains the entire agreement between the parties about its subject matter.  Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
    5. Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this document. 
    6. This document is governed by the law in force in the Jurisdiction and each party submits to the non-exclusive jurisdiction of the courts of the Jurisdiction, in relation to any proceedings that may be brought at any time relating to this document. Each party irrevocably waives any objection to proceedings being commenced in the Jurisdiction.
    7. Where a party is a party in more than one capacity, it is only necessary that the party execute and deliver this document once. The initial execution and delivery will bind the party in all capacities.
    8. No right or obligation of any party will merge on completion of any transaction contemplated by this document.  Any indemnity given in this document survives the expiry or termination of this document and a party may enforce a right of indemnity at any time, including before it has suffered loss.
    9. Any provision of this document that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of this document which remain in force.
    10. Time is of the essence in respect of each party’s obligations under this document.
    11. If a party enters into this document as a trustee of a trust, it warrants that it enters into this document as sole trustee of the trust and it has full power under the relevant trust deed to enter into and perform this document.
    12. The non-exercise of or delay in exercising a right of a party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by written notice signed by the party to be bound by the waiver.

5. Variation

  1. Sports Nutrition Group may from time to time unilaterally make modifications, variations or amendments (Variations) to this Agreement.
  2. Such Variations may be necessary where, for example, our complimentary service providers (such as insurance providers) make variations to their own terms or agreements to which we are a party.
  3. Where it is feasible for us to do so, we will provide you with thirty (30) days’ notice of the proposed Variation to these terms. If you do not agree to the proposed Variation, notwithstanding any other provision of this Agreement, you will be able to terminate this Agreement by providing us written notice, with such termination taking effect from the date that the Variation is to become effective, without penalty.
  4. If we do not receive a notice from you objecting to a Variation pursuant to this clause, and you continue to as an Ambassador or  operating as a Member of Sports Nutrition Group, you will be deemed to have accepted the Variation.