SHAZ 8-K
SharonAI Holdings Inc. (SHAZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 30, 2026, SharonAI Holdings Inc. (the “Company”) and its wholly-owned, indirect subsidiary, SharonAI Pty Ltd (ACN 645 215 194) (“SharonAI Australia”), entered into the following material employment agreements, each effective as of May 1, 2026 (collectively, the “Employment Agreements”):
(i) an executive employment contract with James Manning (the “Manning Employment Agreement”), pursuant to which Mr. Manning is employed as the Chief Executive Officer on a full-time basis. Pursuant to the Manning Employment Agreement, Mr. Manning will receive an annual base salary of AUD$704,225 (equivalent to approximately US$ 500,000 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for a short-term incentive award of up to 200% of his base remuneration (payable in cash and/or restricted stock units (“RSUs”)), is eligible for a long-term incentive award of up to 150% of his base remuneration in the form of RSUs, and is eligible for a one-time listing award of 25% of his base remuneration in the form of RSUs.
(ii) an executive employment contract with Tim Broadfoot (the “Broadfoot Employment Agreement”), pursuant to which Mr. Broadfoot is employed as Chief Financial Officer on a full-time basis. Pursuant to the Broadfoot Employment Agreement, Mr. Broadfoot will receive an annual base salary of AUD$634,000 (equivalent to approximately US$ 450,140 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for a short-term incentive award of up to 125% of his base remuneration (payable in cash and/or RSUs), is eligible for a long-term incentive award of 100% of his base remuneration in the form of RSUs, and is eligible for a one-time listing award of 25% of his base remuneration in the form of RSUs.
(iii) an executive employment contract with Andrew Leece (the “Leece Employment Agreement”), pursuant to which Mr. Leece is employed as Chief Operations Officer on a full-time basis. Pursuant to the Leece Employment Agreement, Mr. Leece will receive an annual base salary of AUD$563,380 (equivalent to approximately US$ 400,000 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for a short-term incentive award of up to 100% of his base remuneration (payable in cash and/or RSUs), is eligible for a long-term incentive award of up to 125% of his base remuneration in the form of RSUs, and is eligible for a one-time listing award of 50% of his base remuneration in the form of RSUs.
(iv) an executive employment contract with Nick Hughes-Jones (the “Hughes-Jones Employment Agreement”), pursuant to which Mr. Hughes-Jones is employed as Senior Vice President of Business Development of SharonAI Australia on a full-time basis. Pursuant to the Hughes-Jones Employment Agreement, Mr. Hughes-Jones will receive an annual base salary of AUD$563,380 (equivalent to approximately US$ 400,000 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for a short-term incentive award of up to 100% of his base remuneration (payable in cash and/or RSUs), is eligible for a long-term incentive award of up to 125% of his base remuneration in the form of RSUs, and is eligible for a one-time listing award of 50% of his base remuneration in the form of RSUs.
In addition to the compensation provided above for each executive pursuant to his respective Employment Agreement, each Employment Agreement provides that each executive will receive superannuation contributions in line with the minimum compulsory contribution rate required to be paid by the employer, in accordance with applicable legislation, as well as entitling each executive to statutory leaves under applicable law, and to minimum entitlements of the National Employment Standards which are intended to apply to all private sector employees regardless of whether they are covered by a modern award, agreement or contract. Each of the Employment Agreements requires that either 3 months notice or salary be provided to terminate the executive without cause. The Employment Agreements each contain customary provisions relating to confidentiality, intellectual property assignment, post-termination restraints and non-compete obligations.
Messrs. Manning, Leece and Hughes-Jones are the founders of the Company’s predecessors. Through entities each of them control, they each beneficially own 45,447 shares of the Company’s Class B Super Voting Common Stock, which together account for a majority of the voting power in the Company, and which is in addition to other shares of the Company’s Class A Ordinary Common Stock which they beneficially own. Messrs. Manning, Leece and Hughes-Jones also control entities which hold approximately AUD$700,000 (US$465,500), AUD$250,000 (US$166,250) and AUD$1,250,000 (US$831,250), respectively, of convertible notes of the Company. Mr. Manning serves as the Company’s Chief Executive Officer and as a member of its board of directors and the board’s chairman. Mr. Broadfoot serves as the Company’s Chief Executive Officer. Mr. Leece serves as the Company’s Chief Operations Officer. Mr. Hughes-Jones serves as the Company’s Senior Vice President of Business Development.
On December 29, 2025, SharonAI Australia entered into an executive employment contract with Tim Flahvin (the “Flahvin Employment Agreement”), pursuant to which Mr. Flahvin was employed as the General Counsel on a full-time basis, which was not deemed to be an executive officer position at such time. Pursuant to the Flahvin Employment Agreement, Mr. Flahvin received an annual base salary of AUD$350,000 (equivalent to approximately US$ 248,500 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for a short-term incentive cash bonus of up to AUD$50,000 (equivalent to approximately US$ 35,00 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for a long-term incentive award of up to 50% of his base remuneration in the form of restricted stock units (“RSUs”), and is entitled to receive an annual base award of AUD$175,000 (equivalent to approximately US$ 124,250 based on a current exchange rate of $1 AUD to $0.71 US) in the form of RSUs.
In addition to the compensation provided above, the Flahvin Employment Agreement provides that Mr. Flahvin will receive superannuation contributions in line with the minimum compulsory contribution rate required to be paid by the employer, in accordance with applicable legislation, as well as entitling him to statutory leaves under applicable law.
Mr. Flahvin must be provided the following notice of his termination without cause or is entitled to receive his compensation for such period:
| Period of Service: | Period of Notice/Compensation: | |
| 1 year or less | 4 weeks | |
| Over 1 year and up to the completion of 3 years | 8 weeks | |
| Over 3 years and up to the completion of 5 years | 8 weeks | |
| Over 5 years | 12 weeks |
Provided that an additional weeks’ notice/compensation will be provided if Mr. Flahvin is over the age of 45 and has completed at least 2 years of continuous service on the date that the notice of termination is provided.
The Flahvin Employment Agreement also contains customary provisions relating to confidentiality, intellectual property assignment, post-termination restraints and non-compete obligations.
On March 30, 2026, the Company determined Tim Flahvin to be an executive officer of the Company and on April 30, 2026, SharonAI Australia entered into an Employment Contract Alteration Agreement with Tim Flahvin (the “Flahvin Alteration Agreement”), effective May 1, 2026, pursuant to which the parties agreed to vary the Flahvin Employment Agreement to provide for an annual base salary of AUD$330,895 (equivalent to approximately US$ 235,000 based on a current exchange rate of $1 AUD to $0.71 US) rather than AUD$350,000, a base RSU award of AUD$259,155 (equivalent to approximately US$ 184,000 based on a current exchange rate of $1 AUD to $0.71 US), which completely replaced the both the annual base award of AUD$175,000 and the long-term incentive award of up to 50% of his base remuneration, and a short-term incentive award of AUD$100,000 (equivalent to approximately US$ 71,000 based on a current exchange rate of $1 AUD to $0.71 US) rather than up to AUD$50,000.
The descriptions of the Manning Employment Agreement, the Broadfoot Employment Agreement, the Leece Employment Agreement, the Hughes-Jones Employment Agreement, the Flahvin Employment Agreement and the Flahvin Alteration Agreement set forth above are only summaries, do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, each of which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On April 30, 2026, SharonAI Australia and the Company terminated the following contractor agreements, each with effect from May 1, 2026 (the “Effective Date”), pursuant to separate Deeds of Termination and Release (collectively, the “Deeds of Termination”):
(i) the contractor agreement dated January 18, 2025 (the “Manning Contractor Agreement”) between SharonAI Australia and Manning Group Pty Ltd ATF MG Office Trust (ACN 620 362 174) (“Manning Group”), pursuant to which Manning Group, with James Manning as the key person, was providing services. The Manning Contractor Agreement was terminated by mutual agreement of the parties in connection with Mr. Manning’s entry into the Manning Employment Agreement described in Item 1.01 above. No material early termination penalties were incurred in connection with the termination;
(ii) the contractor agreement dated October 14, 2024 (the “Broadfoot Contractor Agreement”) between SharonAI Australia and Broadfoot Group Pty Ltd (ACN 632 357 638) (“Broadfoot Group”), pursuant to which Broadfoot Group, with Tim Broadfoot as the key person, was providing services. The Broadfoot Contractor Agreement was terminated by mutual agreement of the parties in connection with Mr. Broadfoot’s entry into the Broadfoot Employment Agreement described in Item 1.01 above. No material early termination penalties were incurred in connection with the termination; and
(iii) the contractor agreement dated October 14, 2024, as varied on June 13, 2025 (the “Inbocalupo Contractor Agreement”) between SharonAI Australia and Inbocalupo Consulting Pty Ltd, pursuant to which Inbocalupo Consulting Pty Ltd, with Nick Hughes-Jones as the key person, was providing services. The Inbocalupo Contractor Agreement was terminated by mutual agreement of the parties in connection with Mr. Hughes-Jones’s entry into the Hughes-Jones Employment Agreement described in Item 1.01 above. No material early termination penalties were incurred in connection with the termination.
A brief description of any material relationship between the Company and each party to a Deed of Termination, other than in respect of the Deed of Termination, is provided in Item 1.01 above and made a part of this Item 1.02 by reference.
The descriptions of the Deeds of Termination set forth above are only summaries, do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, each of which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosures set forth in Item 1.01 of this Current Report on Form 8-K regarding compensatory arrangements are incorporated and made a part of this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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/ Tim Flahvin | |
| Name: | Tim Flahvin | |
| Title: | General Counsel | |
| Date: May 6, 2026 | ||
Exhibit 10.1
30/04/2026
James Manning
1180 Barrenjoey Rd
Palm Beach NSW 2108
Dear James,
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.
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The particulars of our offer of employment are as follows:
| 1. | Job title/role | You are employed as Chief Executive Officer on a full-time basis. | ||
| 2. | Contract commencement date | The commencement date for your employment under this Contract is 01/05/2026 | ||
| 3. | Original commencement date | Your original employment commencement date for service related entitlements is 1 January 2025 | ||
| 4. | 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. | ||
| 5. | Supervisor | You will report to the Board. | ||
| 6. | Remuneration | You will be paid an annual base salary of $704,225.00 AUD (Annual Salary). Subject to the Terms, this is the total remuneration paid to you. | ||
| 7. | Review of Annual Salary | The Annual Salary may be reviewed on the occurrence of a Listing Event or Liquidity Event (Review). 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. | ||||
| 8. | Discretionary bonus scheme | STI Award | ||
| You are eligible for a variable incentive of up to 200% of your Base Remuneration, payable in cash and/or RSUs, subject to annual performance outcomes and Company discretion. | ||||
| 9. | 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 up to 150% of your Base renumeration, which will be award in the form of RSU’s. | ||||
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| Listing Award | |||
| You will be eligible for a one off 25% of your Base renumeration, which will be award in the form of RSU’s. | |||
| 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 start and finish times, and days, as appropriate. Subject to the Terms, the Annual Salary is deemed to cover payment for the overall performance of the job. | |
| 14. | Probationary period | NA | |
| 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. |
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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
Sharon AI Pty Ltd
Encl
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/ James Manning | 04/30/2026 | |
| James Manning (Apr 30, 2026 11:43:50 GMT+10) | Date | |
| Signature |
| SIGNED for and behalf of SHARONAI PTY LTD ACN 645 215 194 by an authorised representative: | ||
| /s/ Alexander Kelton | Drew Kelton | |
Alexander Kelton (Apr 30, 2026 08:26:59 GMT 1) Signature of authorised representative |
Name of authorised representative (please print) |
| EXECUTED by SHARONAI HOLDINGS INC. by its authorised signatory: | ||
| /s/ Alexander Kelton | ||
| Alexander Kelton (Apr 30, 2026 08:26:59 GMT 1) | ||
| Signature of authorised representative | ||
| Drew Kelton | ||
| Name of signatory (please print) |
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SHARONAI PTY LTD
(the Employer)
TERMS OF EMPLOYMENT
| 1. | Corporate Structure | 7 | ||
| 2. | Period of Employment | 7 | ||
| 2.1 | Letter of Offer and acceptance | 7 | ||
| 2.2 | Probation | 7 | ||
| 2.3 | Following probationary period | 7 | ||
| 3. | Your Responsibilities | 7 | ||
| 3.1 | Duties and responsibilities of Employees | 7 | ||
| 3.2 | Job Description and job directions | 8 | ||
| 3.3 | Operational requirements of the Employer and working conditions | 8 | ||
| 3.4 | Other employment | 8 | ||
| 3.5 | Confidentiality | 8 | ||
| 3.6 | Secrecy | 10 | ||
| 3.7 | Media and other communications | 10 | ||
| 3.8 | Monitoring and surveillance/Information technology | 10 | ||
| 3.9 | Pecuniary interests | 10 | ||
| 3.10 | Ability to perform duties | 10 | ||
| 3.11 | Work rights | 11 | ||
| 3.12 | Medical examination | 11 | ||
| 4. | Employee Benefits | 11 | ||
| 4.1 | Annual leave | 11 | ||
| 4.2 | Long service leave | 12 | ||
| 4.3 | Paid personal/carers leave (including sick leave) | 12 | ||
| 4.4 | Parental leave and compassionate leave | 13 | ||
| 4.5 | Community service leave | 13 | ||
| 4.6 | Family and domestic violence leave | 13 | ||
| 4.7 | Public holidays | 13 | ||
| 5. | Remuneration | 13 | ||
| 5.1 | All entitlements included | 13 | ||
| 5.2 | Expenses | 14 | ||
| 5.3 | Salary sacrifice | 14 | ||
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| 6. | Ending (Terminating) the Employment | 14 | ||
| 6.1 | By the Employee | 14 | ||
| 6.2 | By the Employer upon giving notice | 14 | ||
| 6.3 | By the Employer for proper cause | 15 | ||
| 6.4 | Stand down | 16 | ||
| 6.5 | Suspension | 16 | ||
| 6.6 | Documents and other property of the Employer | 16 | ||
| 6.7 | Resignation of directorships | 17 | ||
| 6.8 | Authorised deductions | 17 | ||
| 6.9 | Non disparagement and representations | 18 | ||
| 6.10 | Gardening leave | 18 | ||
| 7. | Restrictive Covenants after Termination of Employment | 19 | ||
| 7.1 | Post termination restraint and non compete | 19 | ||
| 7.2 | Damages for restraint | 20 | ||
| 7.3 | Definitions | 21 | ||
| 8. | Ownership of Intellectual Property | 22 | ||
| 8.1 | Ownership of Intellectual Property | 22 | ||
| 8.2 | Moral Rights | 23 | ||
| 9. | Privacy | 23 | ||
| 10. | Policies | 23 | ||
| 11. | Social Media | 24 | ||
| 12. | Survival | 25 | ||
| 13. | Applicable Law | 25 | ||
| 14. | Complying with Terms, Rules, Regulations and Legal Requirements | 25 | ||
| 15. | General | 25 | ||
| 16. | Definitions | 26 | ||
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| 1. | Corporate Structure |
SharonAI Pty Ltd (ACN 645 215 194) is the Employer. SharonAI Holdings 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; |
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| (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. |
| 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; |
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| (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 |
| (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. |
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| (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.
| 3.10 | 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. |
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| (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. |
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| (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.
| 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. |
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| (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.
| 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. |
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| 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; |
| (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; |
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| (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. |
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| (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. |
| (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; |
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| (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; |
| (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 |
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| (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, adviser, 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; |
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| (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. |
| 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. |
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| (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. |
| 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 |
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| (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 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); |
| (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; |
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| (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. |
| 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. |
| -25- |
| (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, adviser or customer of the Employer or a Related Entity. |
| -26- |
| (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) | Liquidity Event means: |
| (1) | a successful initial public offering of shares in the Employer; and / or |
| -27- |
| (2) | the entry by the shareholders of the Employer into an unconditional contract for a trade sale of all of the assets of the Employer. |
| (i) | Listing Event means the admission of the entire share capital of the Employer, or any special purpose vehicle incorporated for that purpose, to the official list of the Stock Exchange. |
| (j) | Moral Rights has the meaning given to it in the Copyright Right Act 1968 (Cth) as amended from time to time. |
| (k) | Parent Company means SharonAI Holdings Inc or any subsequent parent company |
| (l) | Person means any person, firm, unit trust, partnership, company or other organisation. |
| (m) | 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. |
| (n) | 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). |
| (o) | 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; |
| (p) | 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. |
| (q) | Stock Exchange means the Australian Stock Exchange Limited or any recognised stock exchange approved by the Majority Shareholder. |
| (r) | 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. |
| -28- |
Exhibit 10.2
30/04/2026
Tim Broadfoot
29 Cowrang Avenue.
Terrey Hills NSW 2084
Dear Tim,
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 Al 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 initialed 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.
| 2 |
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 for your employment under this Contract is 01/05/2026 | ||
| 3. | Original commencement date | Your original employment commencement date for service related entitlements is 1 July 2024 | ||
| 4. | 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. | ||
| 5. | Supervisor | You will report to the Board/CEO | ||
| 6. | Remuneration | You will be paid an annual base salary of $634,000.00 AUD (Annual Salary).
Subject to the Terms, this is the total remuneration paid to you. | ||
| 7. | Review of Annual Salary | The Annual Salary may be reviewed on the occurrence of a Listing Event or Liquidity Event (Review).
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. | ||
| 8. | Discretionary bonus scheme | STI Award
You are eligible for a variable incentive of up to 125% of your Base Remuneration, payable in cash and/or RSUs, subject to annual performance outcomes and Company discretion. |
| 3 |
| 9. | 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 100% of your Base renumeration, which will be award in the form of RSU’s.
Listing Award
You will be eligible for a one off 25% of your Base renumeration, which will be award in the form of RSU’s. | ||
| 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 start and finish times, and days, as appropriate.
Subject to the Terms, the Annual Salary is deemed to cover payment for the overall performance of the job. | ||
| 14. | Probationary period | NA | ||
| 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. |
| 4 |
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
| 5 |
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/ Tim Broadfoot | 04/30/2026 | |
| Signature | Date |
| SIGNED for and behalf of SHARONAI | James Manning | |
| PTY LTD CAN 645 215 194 by an | Name of authorised representative | |
| authorised representative | (please print) | |
| /s/ James Manning | ||
| Signature of authorised representative | ||
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 | 4 | ||
| 3.7 | Media and other communications | 4 | ||
| 3.8 | Monitoring and surveillance/Information technology | 4 | ||
| 3.9 | Pecuniary interests | 4 | ||
| 3.10 | Ability to perform duties | 4 | ||
| 3.11 | Work rights | 5 | ||
| 3.12 | Medical examination | 5 | ||
| 4. | Employee Benefits | 5 | ||
| 4.1 | Annual leave | 5 | ||
| 4.2 | Long service leave | 5 | ||
| 4.3 | Paid personal/carers leave (including sick leave) | 5 | ||
| 4.4 | Parental leave and compassionate leave | 6 | ||
| 4.5 | Community service leave | 6 | ||
| 4.6 | Family and domestic violence leave | 6 | ||
| 4.7 | Public holidays | 7 | ||
| 5. | Remuneration | 7 | ||
| 5.1 | All entitlements included | 7 | ||
| 5.2 | Expenses | 7 | ||
| 5.3 | Salary sacrifice | 7 | ||
| 2 |
| 6. | Ending (Terminating) the Employment | 8 | ||
| 8 | ||||
| 6.1 | By the Employee | 8 | ||
| 6.2 | By the Employer upon giving notice | 8 | ||
| 6.3 | By the Employer for proper cause | 8 | ||
| 6.4 | Stand down | 9 | ||
| 6.5 | Suspension | 9 | ||
| 6.6 | Documents and other property of the Employer | 10 | ||
| 6.7 | Resignation of directorships | 10 | ||
| 6.8 | Authorised deductions | 11 | ||
| 6.9 | Non disparagement and representations | 11 | ||
| 6.10 | Gardening leave | 12 | ||
| 7. | Restrictive Covenants after Termination of Employment | 12 | ||
| 7.1 | Post termination restraint and non compete | 12 | ||
| 7.2 | Damages for restraint | 13 | ||
| 7.3 | Definitions | 14 | ||
| 8. | Ownership of Intellectual Property | 15 | ||
| 8.1 | Ownership of Intellectual Property | 15 | ||
| 8.2 | Moral Rights | 16 | ||
| 9. | Privacy | 16 | ||
| 10. | Policies | 16 | ||
| 11. | Social Media | 17 | ||
| 12. | Survival | 18 | ||
| 13. | Applicable Law | 18 | ||
| 14. | Complying with Terms, Rules, Regulations and Legal Requirements | 18 | ||
| 15. | General | 18 | ||
| 16. | Definitions | 20 | ||
| 1. | Corporate Structure |
SharonAI Pty Ltd (ACN 645 215 194) is the Employer. SharonAI Holdings 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; |
| 2 |
| (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. |
| 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 |
| (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 |
| (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. |
| 4 |
| 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.
| 3.10 | 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. |
| 5 |
| 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. |
| 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; |
| 6 |
| (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.
| 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.
| 7 |
| 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.
| 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.
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| 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; |
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| (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; |
| (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. |
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| (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 |
| (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). |
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| (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. |
| (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. |
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| 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. |
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| (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. |
| 7.3 | Definitions |
In this clause 7:
| (a) | Restrained Client means any Person: |
| (1) | who is or has been a Client, adviser, 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. |
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| (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. |
| 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. |
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| (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. |
| 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. |
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| (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 Linkedln and Facebook) registered in your name 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 Linkedln 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); |
| (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 Linkedln 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. |
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| 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. |
| 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. |
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| (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. |
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| 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, adviser or customer of the Employer or a Related Entity. |
| (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) | Liquidity Event means: |
| (1) | a successful initial public offering of shares in the Employer; and / or |
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| (2) | the entry by the shareholders of the Employer into an unconditional contract for a trade sale of all of the assets of the Employer. |
| (i) | Listing Event means the admission of the entire share capital of the Employer, or any special purpose vehicle incorporated for that purpose, to the official list of the Stock Exchange. |
| (j) | Moral Rights has the meaning given to it in the Copyright Right Act 1968 (Cth) as amended from time to time. |
| (k) | Parent Company means SharonAI Holdings Inc or any subsequent parent company |
| (l) | Person means any person, firm, unit trust, partnership, company or other organisation. |
| (m) | 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. |
| (n) | 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). |
| (o) | 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; |
| (p) | 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 Linkedln; 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. |
| (q) | Stock Exchange means the Australian Stock Exchange Limited or any recognised stock exchange approved by the Majority Shareholder. |
| (r) | 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. |
Exhibit 10.3
30/04/2026
Andrew Leece
4 Palm Beach Road
Palm Beach NSW 2108
Dear Andrew,
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, SharonAI Holding 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.
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The particulars of our offer of employment are as follows:
| 1. | Job title/role | You are employed as Chief Operations Officer, on a full-time basis. | ||
| 2. | Contract commencement date | The commencement date for your employment under this Contract is 01/05/2026 | ||
| 3. | Original commencement date | Your original employment commencement date for service related entitlements is 1 July 2024 | ||
| 4. | 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. | ||
| 5. | Supervisor | You will report to the Chief Executive Officer however the Employer may vary reporting lines at its discretion. | ||
| 6. | Remuneration | You will be paid an annual base salary of $563,380.00 AUD (Annual Salary).
Subject to the Terms, this is the total remuneration paid to you. | ||
| 7. | Review of Annual Salary | The Annual Salary may be reviewed on the occurrence of a Listing Event or Liquidity Event (Review).
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. | ||||
| 8. | 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. | ||||
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| 9. | 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 up to 125% of your Base renumeration, which will be award in the form of RSU’s. | |||
| Listing Award | |||
| You will be eligible for a one off 50% of your Base renumeration, which will be award in the form of RSU’s. | |||
| 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 start and finish times, and days, as appropriate. | |||
| Subject to the Terms, the Annual Salary is deemed to cover payment for the overall performance of the job. | |||
| 14. | Probationary period | NA | |
| 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. |
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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
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/ Andrew Leece | 04/30/2026 | |
| Signature | Date |
| SIGNED for and behalf of SHARONAI |
James Manning | |
| PTY LTD ACN 645 215 194 by an | Name of authorised representative | |
| authorised representative | (please print) | |
| /s/ James Manning | ||
| Signature of authorised representative | ||
| 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 | 4 | |
| 3.7 | Media and other communications | 4 | |
| 3.8 | Monitoring and surveillance/Information technology | 4 | |
| 3.9 | Pecuniary interests | 4 | |
| 3.10 | Ability to perform duties | 4 | |
| 3.11 | Work rights | 5 | |
| 3.12 | Medical examination | 5 | |
| 4. | Employee Benefits | 5 | |
| 4.1 | Annual leave | 5 | |
| 4.2 | Long service leave | 5 | |
| 4.3 | Paid personal/carers leave (including sick leave) | 5 | |
| 4.4 | Parental leave and compassionate leave | 6 | |
| 4.5 | Community service leave | 6 | |
| 4.6 | Family and domestic violence leave | 6 | |
| 4.7 | Public holidays | 6 | |
| 5. | Remuneration | 7 | |
| 5.1 | All entitlements included | 7 | |
| 5.2 | Expenses | 7 | |
| 5.3 | Salary sacrifice | 7 | |
| 6. | Ending (Terminating) the Employment | 8 | |
| 6.1 | By the Employee | 8 | |
| 6.2 | By the Employer upon giving notice | 8 | |
| 6.3 | By the Employer for proper cause | 8 | |
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| 6.4 | Stand down | 9 | |
| 6.5 | Suspension | 10 | |
| 6.6 | Documents and other property of the Employer | 10 | |
| 6.7 | Resignation of directorships | 10 | |
| 6.8 | Authorised deductions | 11 | |
| 6.9 | Non disparagement and representations | 11 | |
| 6.10 | Gardening leave | 12 | |
| 7. | Restrictive Covenants after Termination of Employment | 12 | |
| 7.1 | Post termination restraint and non compete | 12 | |
| 7.2 | Damages for restraint | 13 | |
| 7.3 | Definitions | 14 | |
| 8. | Ownership of Intellectual Property | 15 | |
| 8.1 | Ownership of Intellectual Property | 15 | |
| 8.2 | Moral Rights | 16 | |
| 9. | Privacy | 16 | |
| 10. | Policies | 16 | |
| 11. | Social Media | 17 | |
| 12. | Survival | 18 | |
| 13. | Applicable Law | 18 | |
| 14. | Complying with Terms, Rules, Regulations and Legal Requirements | 18 | |
| 15. | General | 19 | |
| 16. | Definitions | 20 | |
| 1 |
| 1. | Corporate Structure |
SharonAI Pty Ltd (ACN 645 215 194) is the Employer. SharonAI Holdings 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; |
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| (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. |
| 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; |
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| (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 |
| (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. |
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| 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.
| 3.10 | 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. |
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| 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. |
| 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. |
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| (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.
| 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. |
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| 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.
| 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.
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| 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; |
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| (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; |
| (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. |
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| 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 |
| (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). |
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| (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. |
| (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. |
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| 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, adviser, 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. |
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| (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. |
| 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. |
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| (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. |
| 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. |
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| (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 Linkedln and Facebook) registered in your name 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 Linkedln 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); |
| (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 Linkedln 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. |
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| 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. |
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| 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, adviser or customer of the Employer or a Related Entity. |
| (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. |
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| (h) | Liquidity Event means: |
| (1) | a successful initial public offering of shares in the Employer; and / or |
| (2) | the entry by the shareholders of the Employer into an unconditional contract for a trade sale of all of the assets of the Employer. |
| (i) | Listing Event means the admission of the entire share capital of the Employer, or any special purpose vehicle incorporated for that purpose, to the official list of the Stock Exchange. |
| (j) | Moral Rights has the meaning given to it in the Copyright Right Act 1968 (Cth) as amended from time to time. |
| (k) | Parent Company means SharonAI Holdings Inc or any subsequent parent company |
| (l) | Person means any person, firm, unit trust, partnership, company or other organisation. |
| (m) | 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. |
| (n) | 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). |
| (o) | 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; |
| (p) | 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 Linkedln; 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. |
| (q) | Stock Exchange means the Australian Stock Exchange Limited or any recognised stock exchange approved by the Majority Shareholder. |
| (r) | 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. |
Exhibit 10.4
30/04/2026
Nick Hughes-Jones
19 Ozone Parade
Dee Why NSW 2099
Dear Nick,
Employment offer with SharonAI Pty Ltd (ACN 645 215 194) (Employer)
Further to recent discussions, we are delighted 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, SharonAI Holding 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.
| 2 |
The particulars of our offer of employment are as follows:
| 1. | Job title/role | You are employed as Senior Vice President of Business Development on a full-time basis. | |
| 2. | Contract commencement date | The commencement date for your employment under this Contract is 01/05/2026 | |
| 3. | Original commencement date | Your original employment commencement date for service related entitlements is 1 March 2024 | |
| 4. | 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. | |
| 5. | Supervisor | You will report to the Chief Executive Officer however the Employer may vary reporting lines at its discretion. | |
| 6. | Remuneration | You will be paid an annual base salary of $563,380.00 AUD (Annual Salary). | |
| Subject to the Terms, this is the total remuneration paid to you. |
| 7. | Review of Annual Salary | The Annual Salary may be reviewed on the occurrence of a Listing Event or Liquidity Event (Review). | |
| 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. | |||
| 8. | 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. |
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| 9. | 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 up to 125% of your Base renumeration, which will be award in the form of RSU’s. | |||
| Listing Award | |||
| You will be eligible for a one off 50% of your Base renumeration, which will be award in the form of RSU’s. | |||
| 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 start and finish times, and days, as appropriate. | |||
| Subject to the Terms, the Annual Salary is deemed to cover payment for the overall performance of the job. | |||
| 14. | Probationary period | NA | |
| 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. |
| 4 |
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
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/ Nicholas Hughes-Jones | 04/30/2026 | |
| Signature | Date |
| SIGNED for and behalf of SHARONAI | James Manning | |
PTY LTD ACN 645 215 194 by an authorised representative |
Name of authorised representative (please print) | |
| /s/ James Manning | ||
| Signature of authorised representative | ||
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 | 1 | |
| 3.3 | Operational requirements of the Employer and working conditions | 2 | |
| 3.4 | Other employment | 2 | |
| 3.5 | Confidentiality | 2 | |
| 3.6 | Secrecy | 4 | |
| 3.7 | Media and other communications | 4 | |
| 3.8 | Monitoring and surveillance/Information technology | 4 | |
| 3.9 | Pecuniary interests | 4 | |
| 3.10 | Ability to perform duties | 4 | |
| 3.11 | Work rights | 5 | |
| 3.12 | Medical examination | 5 | |
| 4. | Employee Benefits | 5 | |
| 4.1 | Annual leave | 5 | |
| 4.2 | Long service leave | 5 | |
| 4.3 | Paid personal/carers leave (including sick leave) | 5 | |
| 4.4 | Parental leave and compassionate leave | 6 | |
| 4.5 | Community service leave | 6 | |
| 4.6 | Family and domestic violence leave | 6 | |
| 4.7 | Public holidays | 6 | |
| 5. | Remuneration | 7 | |
| 5.1 | All entitlements included | 7 | |
| 5.2 | Expenses | 7 | |
| 5.3 | Salary sacrifice | 7 | |
| 6. | Ending (Terminating) the Employment | 8 | |
| 6.1 | By the Employee | 8 | |
| 6.2 | By the Employer upon giving notice | 8 | |
| 6.3 | By the Employer for proper cause | 8 | |
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| 6.4 | Stand down | 9 | |
| 6.5 | Suspension | 9 | |
| 6.6 | Documents and other property of the Employer | 10 | |
| 6.7 | Resignation of directorships | 10 | |
| 6.8 | Authorised deductions | 11 | |
| 6.9 | Non disparagement and representations | 11 | |
| 6.10 | Gardening leave | 12 | |
| 7. | Restrictive Covenants after Termination of Employment | 12 | |
| 7.1 | Post termination restraint and non compete | 12 | |
| 7.2 | Damages for restraint | 13 | |
| 7.3 | Definitions | 14 | |
| 8. | Ownership of Intellectual Property | 15 | |
| 8.1 | Ownership of Intellectual Property | 15 | |
| 8.2 | Moral Rights | 16 | |
| 9. | Privacy | 16 | |
| 10. | Policies | 16 | |
| 11. | Social Media | 17 | |
| 12. | Survival | 18 | |
| 13. | Applicable Law | 18 | |
| 14. | Complying with Terms, Rules, Regulations and Legal Requirements | 18 | |
| 15. | General | 18 | |
| 16. | Definitions | 20 | |
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| 1. | Corporate Structure |
SharonAI Pty Ltd (ACN 645 215 194) is the Employer. SharonAI Holdings 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; |
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| (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. |
| 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; |
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| (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 | |
| (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. |
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| 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.
| 3.10 | 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. |
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| 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. |
| 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). |
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| (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.
| 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. |
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| 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.
| 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.
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| 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; |
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| (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; | |
| (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. |
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| (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 | |
| (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). |
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| (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. | |
| (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. |
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| 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 |
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| (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. |
| 7.3 | Definitions |
In this clause 7:
| (a) | Restrained Client means any Person: |
| (1) | who is or has been a Client, adviser, 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. |
| 15 |
| (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. |
| 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. |
| 16 |
| (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. |
| 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. |
| 17 |
| (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 Linkedln and Facebook) registered in your name 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 Linkedln 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); |
| 18 |
| (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 Linkedln 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. |
| 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. |
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| (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. |
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| 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, adviser or customer of the Employer or a Related Entity. | |
| (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) | Liquidity Event means: |
| (1) | a successful initial public offering of shares in the Employer; and / or | |
| (2) | the entry by the shareholders of the Employer into an unconditional contract for a trade sale of all of the assets of the Employer. |
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| (i) | Listing Event means the admission of the entire share capital of the Employer, or any special purpose vehicle incorporated for that purpose, to the official list of the Stock Exchange. | |
| (j) | Moral Rights has the meaning given to it in the Copyright Right Act 1968 (Cth) as amended from time to time. | |
| (k) | Parent Company means SharonAI Holdings Inc or any subsequent parent company | |
| (l) | Person means any person, firm, unit trust, partnership, company or other organisation. | |
| (m) | 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. | |
| (n) | 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). | |
| (o) | 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; | |
| (p) | 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 Linkedln; 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. | |
| (q) | Stock Exchange means the Australian Stock Exchange Limited or any recognised stock exchange approved by the Majority Shareholder. | |
| (r) | 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. |
Exhibit 10.5
 |
SharonAI Pty Ltd 303/44 Miller Street North Sydney, NSW2060 |
29 December 2025
Mr. Tim Flavin
Smith Street
Manly, NSW 2095
Mobile: +61 408 416 058
Email: [email protected]
Dear Tim,
Following our recent discussions, I am pleased to offer you employment in the position and on the basis indicated at Items 1 and 2 in the attached Key Terms Table with the entity listed in in Item 3 of the Key Terms Table (Company).
If you accept this offer, this letter, together with the attached Key Terms Table and Terms Sheet will form your employment contract with the Company (Contract).
This Contract will apply, in the absence of any new agreement, if in future you work in or are appointed to another position at the Company.
If you wish to accept this offer of employment, please sign the enclosed duplicates of this letter, the Key Terms Table and the Term Sheet and return them to me as soon as possible. Please also contact that person if you have any questions about this offer.
Please find enclosed:
| (a) | a copy of the Fair Work Information Statement; and |
| (b) | Upon commencement you will be provided with the Policy Handbook of the Company (Policy Handbook) via the online management platform Sentrient. The Policy Handbook contains various workplace policies that you should familiarise yourself with. As set out in the Terms Sheet, you must comply with any duties and obligations imposed on you under the Policies but the Policy Handbook does not form part of your Contract. You must return the enclosed acknowledgment of receipt of the Policy Handbook, signed by you, within seven days of receipt. |
We warmly welcome you to the Company and we look forward to working with you.
Yours sincerely
| /s/ James Manning | |
| James Manning | |
| Chairman |
| -1- |
Acceptance of offer of employment
I have read this letter, the attached Key Terms Table and the Terms Sheet. I understand and accept the offer of employment made to me by the Company that is set out in those documents.
| /s/ Tim Flavin | |
| Employee Signature | |
| 30/12/25 | |
| Date |
NOTE: please also sign the attached Key Terms Table and Terms Sheet
| -2- |
|
SharonAI Pty Ltd 303/44 Miller Street North Sydney, NSW2060 |
KEY TERMS TABLE
| 1. | Position | General Counsel & Company Secretary | |
| 2. | Employment status | Full-time | |
| 3. | Company details | SharonAI Pty ltd
303 I 44 Miller Street,
North Sydney, NSW 2060 | |
| 4. | Commencement date | Your employment is expected to commence on 26”‘ January 2025, or such other date agreed in writing between the parties. | |
| 5. | Manager / Supervisor | Chief Executive Officer as well the directly to the Board of Directors, or such other person as directed by the Company from time to time | |
| 6. | Location | Sydney or Remote on an as required basis | |
| 7. | Probationary Period | 3 Months | |
| 8. | Notice of termination during Probation Period | Four weeks | |
| 9. | Hours of work | You are employed to work on a full-time basis for at least 38 hours per week. | |
| 10. | Award | Not Applicable | |
| 11. | Award Classification | Not Applicable |
| 12. | Remuneration and superannuation | Your base remuneration is comprised of 3 components: | |||
| 1. | Base of $350,000 per year paid in cash exclusive of Superannuation. | ||||
| 2. | Superannuation at the statutory rate based on the Base component. | ||||
| 3. | Base RSU equal to an annual RSU grant of $175,000 based on the usual terms of RSU issuance for the company | ||||
| {Remuneration). | |||||
| -3- |
| 4. | Pay frequency | Monthly | |
| 5. | Accommodation | Not applicable | |
| 6. | Discretionary Benefits | Credit Card
You will be provided with a company credit card for legitimate and approved business expenses in accordance with the Company’s directions and policies.
Laptop
The Company will provide you with a laptop for the purpose of carrying out your duties of employment. This laptop may also be used for reasonable personal use. The provision of anv | |
laptop is subject to the terms advised by the Company in a separate policy or document, which may be varied from time to time. Any separate document provided to you regarding a laptop is not contractual in nature and does not form a part of this Contract. If any time the Company decides that you no longer need to be provided with a laptop for the purposes of your employment, the Company may discontinue this benefit at its absolute discretion.
Mobile phone
The Company will provide you with, and continue to pay for, a mobile phone, for the purpose of carrying out your duties of employment. The provision of any mobile phone is subject to the terms advised by the Company in a separate policy or document, which may be varied from time to time. Any separate document provided to you regarding a mobile phone is not contractual in nature and does not form a part of this Contract. If any time the Company decides that you no longer need to be provided with a mobile phone for the purposes of your employment. the Company may discontinue this benefit at its absolute discretion. | |||
| 7. | Bonuses | 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 both a Short-Term Incentive (STI) and Long-Term Incentive (LTI) program. |
| -4- |
ST/Award
You will be eligible for a discretionary cash bonus of up to $50,000.
LT/Award
You will be eligible for up to 50% of your Base renumeration, which will be award in the form of RSU’s (equivalent to $175,000).
You will be eligible to accrue any bonus throughout the Probationary Period. | |||
| 8. | Is the restraint applicable to the employment? | Clause 19.4 is applicable to your employment |
| 9. | Restraint Area | Restraint Area means: | ||
| (a) | Australia; or if a court considers this to be unreasonable | |||
| (b) | Victoria and New South Wales; or if a court considers this to be unreasonable | |||
| (c) | New South Wales; or if a court considers this to be unreasonable | |||
| (d) | within 10 km of the Sydney or Melbourne metropolitan area. | |||
| 10. | Restraint Period | Restraint Period means: | ||
| (a) | twelve months; or, if a court considers this to be unreasonable | |||
| (b) | nine months; or, if a court considers this to be unreasonable | |||
| (C) | six months; or, if a court considers this to be unreasonable | |||
| (d) | three months; | |||
| following the date of termination of your employment (for whatever reason). | ||||
| -5- |
| 11. | Notice of termination after Probationary Period (if any) | In accordance with the following table: | |||
| Period of Service | Period of Notice | ||||
| 1 year or less | 4week | ||||
| Over 1 year and up to the completion of 3 years | 8weeks | ||||
| Over 3 years and up to the completion of 5 years | 8weeks | ||||
| Over 5 years | 12 weeks | ||||
| If the Company provides you with notice of termination, you will be entitled to an additional week’s notice if you are over 45 years old and have completed al least 2 years of continuous service with the Company on the day that notice of termination is given. | |||||
| 12. | Currency | All amounts in this contract are Australian Dollar (AUD) amounts, where the company-makes a payment or fulfills an obligation in another currency, the foreign currency amount shall be converted at the prevailing AUD amount. | |||
| /s/ Tim Flahvin | 30/12/25 | |
| Employee Signature | Date |
| -6- |
TERMS SHEET
| 1. | Commencement date |
This Contract will commence on the date set out in Item 4 of the Key Terms Table and will continue until it is terminated by either you or the Company in accordance with this Contract.
| 2. | General duties |
| (a) | Your primary duties are set out in the position description in the Schedule and otherwise as directed by the Company. The Company may vary your duties and position description from time to time. In addition to your primary duties: |
| (i) | you must: |
| (A) | serve the Company and the Group faithfully and diligently; |
| (B) | perform to the best of your abilities and knowledge the duties assigned to you from time to time including duties for the benefit of the Group; |
| (C) | maintain high standards of professionalism, ethics and integrity In your work; |
| (D) | always act in the best interests of the Company and the Group; |
| (E) | devote the whole of your time and attention during working hours to your duties; |
| (F) | uphold and advance the core values of the Company brand; |
| (G) | use your best endeavours to promote, develop and extend the Company’s business and ensure the Company’s profitability; |
| (H) | comply with all directions given to you by the Company or its agents; |
| (I) | comply with all laws (including without limitation all work health and safety legislation) and the rules and regulations of external agencies applying to your position and the duties assigned to you; |
| (J) | disclose any matter that conflicts with, has the potential to conflict with, or has the potential to adversely affect, the Company’s interests or the interests of the Group; and |
| (K) | have the right to work in Australia; and |
| -7- |
| (ii) | you must not: |
| (A) | be directly or indirectly engaged or Involved in any other employment, position or business (including any activity which conflicts or is in competition with any of the Company’s operations). other than: |
| (I) | through holding an interest in listed or unlisted investments representing no more than 5% of any class of securities in any one company; or |
| (II) | with the Company’s prior written consent. |
| (B) | in performing your duties, accept any financial or other benefit except from the Company; |
| (C) | bind or make representations on behalf of the Company except as the Company expressly authorises you to do; |
| (D) | make any promises. representations, warranties or guarantees in relation to products unless those promises, representations, warranties or guarantees are consistent with those conditions that may be expressly authorised in writing by the manufacturer of the product; |
| (E) | disclose any of your usernames or passwords used to access the Company’s systems to any person, including to any other staff members, or otherwise permit any other person to access the Company’s systems via any account created for you; |
| (F) | offer or permit the use of the Company’s facilities. goods or services at a reduced rate (including for your personal use) except with the prior written authorisation of the Company; |
| (G) | make any decisions in the course of your employment, where your personal interests may present a conflict of interest that may impact or influence your decision making. In particular, if this is relevant to your role. you must not offer employment with the Company to any family members without approval from the Company’s head office; or |
| (H) | otherwise act in conflict with the Company’s best interest, the interests of the Group, or the interests of the Company’s suppliers, Customers or any other person or entity seeking to do business with the Company. |
| -8- |
| (b) | If, at any time, you are unclear about what you need to do to fulfil your duties and obligations to the Company, you should ask your Manager/Supervisor specified in Item 5 of the Key Terms Table for clarification. |
| 3. | Location and travel |
| (a) | You will initially be based at the Location specified in Item 6 of the Key Terms Table. The Company may require you to work at other locations, including Customer locations or if the Company relocates its premises in the future. |
| (b) | It is an inherent requirement of your position that you are present at the Location for all hours of work, unless the duties of your role specifically require that you leave the Location. |
| (c) | You may be required to travel, including interstate and overseas, in order to perform your duties. |
| 4. | Probationary period |
| (a) | If Item 7 of the Key Terms Table provides that your employment is subject to a probationary period (Probationary Period), then during that period: |
| (i) | you and the Company will consider your suitability for the position; and |
| (ii) | either you or the Company may terminate your employment by giving the other the period of written notice (or by the Company paying you instead of notice), specified in clause 21.1. |
| (b) | The length of the Probationary Period does not, and is not intended to, affect any minimum employment period under relevant legislation. |
| 5. | Hours of work |
You are employed to work the hours specified in Item 9 in the Key Terms Table. However, due to the nature of the Company’s business and your position, the hours necessary to perform your duties may vary from time to time, and may include reasonable additional hours outside these hours, and on weekends and/or public holidays.
| 6. | Remuneration |
| (a) | Your Remuneration is set out in Item 12 of the Key Terms Table. |
| (b) | In accordance with Item 12 of the Key Terms Table, the Company will make superannuation contributions into a superannuation fund which you choose in accordance with relevant legislation, at a level sufficient to ensure that the Company is not liable to pay a charge under superannuation guarantee legislation calculated by reference to the statutory maximum contribution base, as varied. |
| -9- |
| (c) | After any necessary deduction (such as superannuation or applicable taxation), the Company will pay your Remuneration by electronic funds transfer into your nominated bank account or other financial institution in instalments as per the frequency set out in Item 4 of the Key Terms Table. |
| 7. | Minimum Entitlements and set-off |
| (a) | From time to time, some of your conditions of employment will be regulated by legislation and/or an industrial instrument (such as an applicable modern award or enterprise agreement), which create minimum entitlements (Minimum Entitlements). These Minimum Entitlements might include (for example) minimum hourly rates, overtime, penalties or loadings, allowances and other payments. |
| (b) | If an award or enterprise agreement applies to your employment, it is set out in Item 10 of the Key Terms Table. Your current classification under the Award is set out in Item 11 of the Key Terms Table. |
| (c) | You agree that: |
| (i) | your Remuneration specified in in Item 12 of the Key Terms Table, exclusive of any superannuation component, and any other wage-related benefits have been set at a level to take into account the duties and the hours that you work (including hours outside ordinary hours). You are not entitled to any additional benefits, monetary or otherwise, for any hours that you work, unless agreed with the Company; |
| (ii) | as far as the law allows, any payments that the Company makes to you are paid in satisfaction of your Minimum Entitlements for all purposes, including but not limited to the purposes of compensating you for leave, duties and hours of work; |
| (iii) | if in any pay period the Company pays you above your Minimum Entitlements, then the difference between your pay and the Minimum Entitlements will be attributed towards (or ‘set off) against any outstanding entitlement you have to Minimum Entitlements in respect of that or any other pay period; and |
| (iv) | the Minimum Entitlements do not form part of this Contract. The Company is already obliged to comply with the laws that create the Minimum Entitlements. |
| 8. | Accommodation |
If the Company will provide you with accommodation, the location of the accommodation and the terms on which it is provided will be set out in Item 5 of the Key Terms Table.
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| 9. | Discretionary Benefits |
| (a) | In addition to your Remuneration. the Company may, from time to time, provide you with other benefits on a discretionary basis (Discretionary Benefits). These Discretionary Benefits are not entitlements, and the Company may cease providing Discretionary Benefits, or change how it provides them, at its absolute discretion without providing you with any compensation. If any Discretionary Benefits apply to your employment, these will be set out in Item 6 of the Key Terms Table. |
| (b) | Unless the Company advises you otherwise in writing, any remuneration or benefit which the Company provides other than set out in clauses 6 and 8 is a Discretionary Benefit and is not part of your pay. |
| 10. | Remuneration review |
The Company may, in its absolute discretion, review your Remuneration from time to time. Your Remuneration will not automatically be increased. as a result of any review.
| 11. | Bonuses |
| (a) | The Company may, in its absolute discretion pay you a bonus. The value of any such bonus, the conditions attached to such a bonus and the frequency of such a bonus remain matters over which the Company exercises its sole discretion. |
| (b) | The terms and conditions of any bonus applying to your employment are set out in Item 7 of the Key Terms Table. |
| 12. | Expenses |
| (a) | The Company will pay or reimburse you for all authorised and reasonable work-related expenses incurred in the course of your employment, subject to the terms of any Company policy regarding work-related expenses. |
| (b) | You must retain, and provide to the Company, all original tax invoices and other relevant documentation required by the Company. If you incur expenses on the Company’s account which were not properly authorised, or outside the course of your employment, the Company may deduct those expenses in accordance with clause 13. |
| 13. | Deductions |
| (a) | Subject to applicable law, if requested by the Company you agree to repay to the Company immediately any amounts that you owe to the Company or a Related Company as a debt This includes. but is not limited to: |
| (i) | any damage caused to Accommodation provided under Item 5 of the Key Terms Table (if applicable); |
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| (ii) | overpayments made by the Company, or a Related Company, to you; |
| (iii) | incurred expenses which were not properly authorised. or outside of the course of your employment; and |
| (iv) | money paid to you for leave if you have or had no entitlement to that leave. |
| (b) | Subject to applicable law, you authorise the Company to deduct any amount repayable under clause 13{a) from any amounts owing to you on the termination of your employment. You agree that deductions made under this clause are reasonable and benefit you as they relieve you of the administrative burden of coordinating the repayment of these amounts to the Company. |
| (c) | To the extent that the Company is unable to recover any amount under clause 13{b), you agree that any such amount will be a debt that you owe to the Company and that you must repay immediately. |
| 14. | Leave |
| 14.1 | General |
| (a) | You are entitled to various types of leave under applicable law including annual leave, personal/carer’s leave (including sick leave), compassionate leave, long service leave, family and domestic violence leave, community service leave and parental leave. |
| (b) | If at any time you are employed on a part-time basis, your entitlement to leave will be calculated on a pro-rata basis. |
| 14.2 | Annual leave and long service leave |
| (a) | Your Remuneration includes any Minimum Entitlement to annual leave loading. Accordingly, you will not be entitled to any additional payments above your Remuneration during periods of annual leave. |
| (b) | The Company encourages you to take annual leave and long service leave in the year they accrue. In this context, and without limiting the Company’s rights: |
| (i) | you must take annual leave and long service leave at times acceptable to both you and the Company; |
| (ii) | the Company may not grant annual leave during peak business times, and you agree that any refusal by the Company to grant you leave during these times is reasonable; |
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| (iii) | to the extent permitted by law, the Company may direct you to take any accrued annual leave and/or long service leave (eg during any shutdown period); and |
| (iv) | you should generally apply for any period of annual leave at least one month before you wish to take that leave and any period of annual leave must be approved in advance by the Company’s head office. |
| 14.3 | Personal/carer’s leave/compassionate/other family leave |
| (a) | If you take or apply for sick leave, carer’s leave, family and domestic violence leave or compassionate leave {whether paid or unpaid), you must notify the Company of your need to take that leave as soon as possible, and at any time the Company may require you to provide evidence which is satisfactory to the Company {including a medical certificate and/or statutory declaration) of: |
| (i) | any relevant illness or injury; |
| (ii) | any relevant unexpected emergency; or |
| (iii) | the reason for any other leave. |
| (b) | If you take sick leave, then at any time the Company may require you to be examined by a doctor or other health professional chosen by the Company, and ask that person to report to the Company about your illness or injury. If required, you agree to provide a specific consent for that health professional to report to the Company. |
| 15. | Stand down |
The Company has the right to stand you down without pay for any day you cannot be employed for any reason, including any strike, breakdown in machinery or circumstances outside the Company’s control such as natural disasters.
| 16. | Workplace surveillance |
The Company has security cameras operating on its premises, and monitors all staff computer and phone use. Accordingly, during your employment, you should expect to be subject to continuous ongoing camera, computer and telephone surveillance during work hours. You consent to this surveillance.
| 17. | Privacy |
| (a) | You consent to the Company: |
| (i) | collecting, using and disclosing your Personal Information for the purposes of administering its employment relationship with you, meeting work health and safety obligations, ensuring compliance with applicable laws, as well as all other purposes relevant to the Company’s business and operations, including research and marketing, and any purposes described in the Company’s privacy policy or as otherwise authorised by law; and |
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| (ii) | you consent to the Company disclosing your Personal Information to third parties (including the Company’s related bodies corporate) for the purposes set out above, and some of these third parties may be based in countries outside of Australia. |
| (b) | You must |
| (i) | deal confidentially with all Personal Information to which you have access in the course of your employment: |
| (ii) | only access, use and/or disclose Personal Information which is accessible by you in the course of your employment for a purpose authorised by the Company, and in accordance with the Company’s privacy policy current at the time: and |
| (iii) | promptly notify the Company of any unauthorised access, use, modification, disclosure, loss, destruction or damage or other misuse of Personal Information of which you become aware in the course of your employment. |
| 18. | Employer policies |
Any policies of the Company or the Group do not form part of this Contract and are not intended to be contractual in nature. However, they may be directions with which you must comply. The Company may change any of its policies and procedures at any time.
| 19. | Confidential Information, Intellectual Property Rights and restraint |
| 19.1 | Acknowledgement and continuation of obligations |
| (a) | You acknowledge and agree that: |
| (i) | it is fair and reasonable for you to agree to the restrictions and restraints in this clause 19, particularly having regard to: |
| (A) | the preservation of the goodwill of the Company in its Customer base and its contractual relationship with its employees, officers and contractors: and |
| (B) | the importance of preventing you from using or disclosing information pertaining to the Company’s business following the termination of your employment; |
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| (ii) | any breach of this clause 19 by you may cause the Company irreparable harm, damage and loss in respect of which monetary damages would not be adequate; and |
| (iii) | if you breach, or threaten to breach, this clause 19, then the Company has the right to seek and obtain, in addition to any other remedies available at law or equity, and without posting any bond or other security to seek injunctive relief, damages, account of profits, or any combination of remedies. |
| (b) | Your obligations under this clause 19 will continue after your employment terminates for whatever reason. |
| (c) | For the purposes of this clause, you acknowledge that the Company contracts on its own behalf and for each member of the Group who gains the benefit of and may independently enforce the terms of this Contract. |
| 19.2 | Confidential Information |
You must:
| (a) | not, except as required in the performance of your duties: |
| (i) | make public or disclose to any person any Confidential Information; or |
| (ii) | use, or allow or assist others to use, Confidential Information; |
| (b) | do everything reasonably necessary to maintain the confidentiality of Confidential Information; |
| (c) | if required by the Company, assist with any action the Company takes against any person in relation to Confidential Information; and |
| (d) | notify the Company immediately of any suspected or actual unauthorised use, copying or disclosure of Confidential Information. |
| 19.3 | Intellectual Property Rights |
| (a) | You acknowledge that as part of your duties, you may be required to develop ideas. concepts and/or inventions. and it is intended that the Company will own all Intellectual Property Rights arising out of the employment or the performance of your duties. |
| (b) | You: |
| (i) | irrevocably assign to the Company and its successors all existing and future Intellectual Property Rights developed in the course of your employment, including Works; |
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| (ii) | must do everything necessary to formalise the assignment referred to in subclause 19.3(b)(i); and |
| (iii) | must notify the Company in writing of any products, processes, services, techniques or Works developed by you in connection with the employment so that the Company can take the necessary steps to protect its Intellectual Property Rights. |
| (c) | You consent to any act or omission by the Company which might breach any Moral Rights you have in Works created by you in connection with the employment. |
| (d) | You warrant that you will not knowingly deal with the Intellectual Property Rights or Moral Rights of a third party (other than with the prior written agreement of that third party) in the performance of your duties. |
| 19.4 | Restraint |
| (a) | If this clause 19.4 applies to you, it will be indicated in Item 8 of the Key Terms Table. |
| (b) | If this clause applies, then during your employment, and in the Restraint Area defined in Item 9 of the Key Terms Table for the Restraint Period defined in Item 10 of Key Terms Table after the termination of your employment (for whatever reason), you must not (without the Company’s prior written consent) in any capacity, on your own account, or as a consultant or contractor to, or as a partner, agent, employee, shareholder or director of any other person, business or entity, either directly or indirectly: |
| (i) | solicit, canvass or entice away from the Company or accept any approach from, any Customer with whom you worked or had dealings in the last 12 months of your employment with the Company; |
| (ii) | employ or solicit the services of, or offer employment to, any employee of the Company with whom you worked or had dealings in the last 12 months of your employment with the Company; or |
| (iii) | encourage or otherwise assist any person to do any of the acts referred to in this clause. |
| (c) | You agree that subclause 19.4(a) will take effect as if each of the restrictions referred to in that subclause are separate restrictions with respect to the Restraint Area, Restraint Period and nature of the conduct prescribed. If any of those restrictions or any part of them are held to be void, voidable or unenforceable for any reason, then you agree that the offending clause, subclause or part will be severed and that the remainder of the clause will continue to apply to the maximum possible extent. |
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| (d) | You acknowledge that the restrictions imposed on you by subclause 19.4(a) are reasonable having regard to: |
| (i) | the importance of preventing you from using or disclosing information pertaining to the Company’s business following the termination of your employment; and |
| (ii) | the preservation of the goodwill of the Company in its Customer base and its contractual relationship with its staff, officers and contractors. |
| (e) | You agree to indemnify and to keep indemnified the Company against any claim or proceeding that is made, threatened or commenced, and any liability, loss (including consequential loss), damage or expense (including legal costs on a full indemnity basis) that the Company incurs or suffers, as a direct or indirect result of a breach by you of this clause 19.4. |
| (f) | For the avoidance of doubt, the terms of this clause 19.4 may be disclosed for the purpose of performing or enforcing those terms. |
| 20. | Suspension |
| (a) | The Company may suspend you on full pay while investigating any matter that the Company reasonably believes could lead to the Company exercising its rights to terminate your employment or taking other disciplinary action against you. |
| (b) | During any period of suspension, the Company is not required to provide you with any work, and the Company may: |
| (i) | restrict your access to the Company’s premises; |
| (ii) | require you to return any property of the Company, including any Confidential Information; |
| (iii) | restrict your ability to access the Company’s computer systems; and/or |
| (iv) | require that you have no access or contact with the Company’s Customers, suppliers or employees. |
| 21. | Termination of employment |
| 21.1 | Probationary period |
| (a) | Where the Key Terms Table identifies that a Probationary Period applies, either you or the Company may terminate your employment by giving the period of written notice as set out in Item 8 of the Key Terms Table. |
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| 21.2 | Termination on notice |
| (a) | At any time after any applicable Probationary Period, your employment may be terminated on written notice as set out in Item 11 of the Key Terms Table. |
| (b) | As an alternative to requiring you to work during any notice period, the Company may decide to pay you in lieu of notice for the entire notice period, or require you to work part of the notice period and pay your pay in lieu of notice for part of the notice period. |
| (c) | To the extent permitted by law, if you do not give sufficient notice to the Company, then the Company may deduct an amount equal to your pay for the period of notice not given from any amount or entitlement that the Company owes you. |
| 21.3 | Termination without notice |
| (a) | The Company may terminate your employment at any time without notice (or payment in lieu of notice) if: |
| (i) | in the Company’s opinion, your conduct (whether by act or omission) amounts to serious misconduct, including, without limitation: |
| (A) | wilful or deliberate behaviour by you that is inconsistent with the continuation of the contract of employment; |
| (B) | conduct that causes imminent or serious risk to: |
| (I) | the health or safety of a person; or |
| (II) | the reputation or viability of the Company; |
| (C) | engaging in dishonesty, theft, fraud or assault in the course of your employment; |
| (D) | being intoxicated at work; or |
| (E) | failing or refusing to carry out a lawful and reasonable instruction; or |
| (ii) | you breach any other material provision of this Contract. |
| 21.4 | General |
| (a) | If either you or the Company gives notice of termination, the Company may, without limiting its rights, require you during part or all of the relevant notice period: |
| (i) | not to carry out any of your duties; |
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| (ii) | not to represent yourself as being in any way connected with or interested in the business of the Company, except that you remain employed by the Company; |
| (iii) | not to attend the Company’s premises; |
| (iv) | not to access the Company’s computer systems or have any contact with its Customers, suppliers or staff; |
| (v) | to return all of the Company’s property to the Company which is in your possession and/or control, including without limitation tools of trade, vehicles, keys, computers, mobile telephones, telephone numbers, business cards, records, documents, reports, Confidential Information, software and credit cards and all copies of such material including all written or digital material; |
| (vi) | to notify the Company of any passwords, access or security codes or similar which are relevant to your work or apply to any property belonging to the Company; |
| (vii) | to perform duties which are different to those which you have previously performed, if you have the necessary skills and competence to perform those different duties; |
| (viii) | to take any accrued annual leave or long service leave; or |
| (ix) | to do any combination of the above. |
| (b) | On the termination of your employment for whatever reason: |
| (i) | the Company may, without limiting its rights, require you to do or not do any or all of the things referred to in clause 21.4(a)(i) to 21.4(a)(viii); |
| (ii) | you must delete any information relating to the Company’s business which might be stored on any device which is in your possession or control outside the Company’s premises; |
| (iii) | you agree to repay immediately any amounts you owe to the Company; |
| (iv) | you must not make any adverse comment, publicly or otherwise. about the Company or its Related Companies, employees or officers; and |
| (v) | you must sign a statement to the effect that you have fully complied with this clause. |
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| 22. | Warranties |
| (a) | You warrant that: |
| (i) | you possess the skills, competence, qualifications, accreditations, registrations, permits and licences necessary to carry out the duties of your position; |
| (ii) | you have not been charged with or found guilty of any offence which would be incompatible with your duties and responsibilities or the trust and confidence placed in you by the Company; |
| (iii) | by entering into this Contract and performing your duties under this Contract, you will not be in breach of any contract with, or obligation owed to, any third party; |
| (iv) | you are not relying on any representations by, or on behalf of, the Company except those expressly incorporated into this Contract; |
| (v) | you have disclosed to the Company everything known to you which may be material to the Company’s decision to offer you employment, including without limitation any other work that you do for any other employer or organisation, and will continue to disclose all relevant information during your employment; and |
| (vi) | all information that you have provided to the Company before accepting this offer is true and correct. |
You acknowledge that the Company has relied on the warranties and commitments you have made in this Contract in deciding to offer you employment.
| 23. | About this Contract |
| (a) | This Terms Sheet and the accompanying letter of offer constitute the entire agreement between the Company and you in relation to your employment (Contract). |
| (b) | This Contract: |
| (i) | replaces and supersedes any previous contracts between the parties (including any oral contracts); |
| (ii) | may only be varied in writing if signed by both parties; and |
| (iii) | is governed by the laws of the State of New South Wales. |
| (c) | If any party breaches this Contract: |
| (i) | the other party may not claim damages for personal (including psychological) injury or illness, or for non-economic loss (including pain and suffering or distress) resulting from that breach; and |
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| (ii) | any damages for breach of this Contract will be assessed on the basis that the party in breach would immediately have taken all steps available under the Contract to limit the damage arising from the breach. |
| (d) | If any law referred to in this Contract that applies to you is varied, rescinded or replaced, those changes will also apply to you as a matter of law, and the law will not be incorporated into this Contract. |
| (e) | If a court finds a clause of this Contract invalid, the clause will be read down to the extent necessary to be valid or, if that is not possible, severed from this Contract, so that the rest of the Contract can continue to operate. |
| (f) | Any failure of either party at any time to insist on performance of any provision of this Contract or to fail to exercise a right under this Contract is not a waiver of its right at a later time to insist on performance of that or any other provision of, or exercise that or any other right under, this Contract. |
| (g) | The Company may assign its rights and obligations under this Contract. |
| 24. | Definitions |
In this Contract:
| (a) | Confidential Information means all information acquired or created by you during the course of or in connection with the employment, including: |
| (i) | information regarding staff members, Customers or suppliers of the Company or any Related Company, and any others who do business with the Company or any Related Company; |
| (ii) | ideas, know-how, concepts and information, whether in writing or otherwise, relating in any way to your employment and dealings with the Company or any Related Company; and |
| (iii) | all other information relating to the Company or any Related Company, including their products, business, activities, finances, marketing or promotional information, policies and personnel, |
including any information in the Company’s power, possession or control concerning or belonging to any other person, but not information:
| (iv) | regarding your Remuneration; |
| (v) | which is part of your general skill and knowledge; or |
| (vi) | that has become widely known and made generally available to the public other than by breach of a confidentiality obligation; |
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| (b) | Customer means any person, entity or business with whom the Company or any Related Company deals and/or to whom the Company or any Related Company provides products and/or services, for reward; |
| (c) | Group means the group of companies consisting of the Company and any Related Company; |
| (d) | Intellectual Property Rights means: |
| (i) | any patents, rights associated with works of authorship, including copyrights (including future copyright). and mask-works copyright, registered or unregistered trademarks or service marks, trade names, brand names, registered or unregistered designs, circuit layouts, database rights; |
| (ii) | methods, trade secrets, know-how, and scientific, technical and product information; |
| (iii) | the right to apply for any industrial and intellectual property rights; and |
| (iv) | any other similar or analogous rights and any intellectual or industrial rights whether now existing or which come into existence in the future; |
| (e) | Moral Rights means: |
| (i) | a right of attribution of authorship; |
| (ii) | a right not to have authorship falsely attributed; or |
| (iii) | a right of integrity; |
including, without limitation, moral rights under Part IX of the Copyright Act 1968 (Cth), or similar legislation in force outside Australia;
| (f) | Personal Information means any information or opinion that is included in the definition of ‘personal information’, ‘sensitive information’ and/or ‘health informa ion’ under the Privacy Act 1988 (Cth); |
| (g) | Related Company means any related body corporate of the Company and any associated entity of the Company, as defined in the Corporations Act 2001 (Ch); |
| (h) | Works includes a literary work (including without limitation a journal article, report, conference paper or presentation), a dramatic work, a musical work, an artistic work or a cinematograph film (including without limitation a video) and o her works as defined )n the Copyright Act 1968 (Cth) or similar legislation in force outside Australia. |
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Signed by:
| Tim Flahvin | /s/ Tim Flahvin | |
| Employee name | Employee signature | |
| In the presence of: | ||
| 30/12/25 | ||
| Date |
Witness signature
Witness name
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Exhibit 10.6
EMPLOYMENT CONTRACT ALTERATION AGREEMENT
This Employment Contract Alteration Agreement (“Agreement”) is made and entered into on this April 29, 2026
BETWEEN:
SharonAI Pty Ltd
ABN: 44 645 215 194
of Level 1, 32 Walker Street,
North Sydney NSW 2060
(“Employer”)
AND:
Tim Flahvin
of 37 Smtih Street
Manly NSW 2095 (“Employee”)
(collectively, the “Parties”).
RECITALS
A. The Employee is currently employed by the Employer pursuant to an Employment Contract dated December 30, 2026 (“Employment Contract”).
B. The Parties wish to vary Item 12 and 16 (the last Item being number is mistakenly referred to as Item 7) of the Key Terms Table of the Employment Contract.
C. The Parties agree that, except as expressly varied by this Agreement, all other terms and conditions of the Employment Contract remain unchanged and in full force and effect.
OPERATIVE PROVISIONS`
| 1. | Variation to Item 12 – Remuneration and superannuation |
The Parties agree that Item 12 of the Key Terms Table of the Employment Contract is hereby varied as follows:
| (a) | The Base Salary amount of $350,000 is replaced with $330,895; and | |
| (b) | The Base RSU amount of $175,000 is replaced with $259, 155. |
| 2. | Variation to Item 16 – Remuneration and superannuation |
The Parties agree that Item 12 of the Key Terms Table of the Employment Contract is hereby varied as follows:
| (c) | The STI Award Amount of $50,000 is replaced with $100,000; and |
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| (d) | Under the heading “LTI Award” the following words: |
“You will be eligible for up to 50% of your Base Remuneration which will be awarded in the form of RSU’s (equivalent to $175,000)”
are deleted and replaced with the following:
“The LTI Award is the Base RSU referred to in Item 12 above)”.
| 3. | Effect of Variation |
This variation takes effect from May 1, 2026, and shall apply from that date forward.
| 4. | No Other Variation |
Except as set out in this Agreement, no other provision of the Employment Contract is amended or affected. All other terms and conditions remain binding and enforceable.
| 5. | Governing Law |
This Agreement is governed by and construed in accordance with the laws of the State of New South Wales, Australia.
| 6. | Execution |
This Agreement may be executed in counterparts, and all counterparts when taken together constitute one document. Electronic signatures are deemed valid and binding.
EXECUTION
SIGNED for and on behalf of the Employer
| Signature: | /s/ James Manning | |
| James Manning (Apr 30, 2026 11:43:26 GMT+10) | ||
| Name: | James Manning | |
| Date: | 30 April 2026 | |
| Title: | CEO |
SIGNED by the Employee:
| Signature: | /s/ Tim Flahvin | |
| Tim Flahvin (Apr 30, 2026 11:57:41 GMT+10) | ||
| Name: | Tim Flahvin | |
| Date: | 30 April 2026 |
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Exhibit 10.7
Deed of Termination and Release
| Date | of the deed 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
On the Appointment Date, the Company and the Contractor entered into an agreement under which the Contractor agreed to provide services to the Company (Contractor Agreement).
The Contractor engaged the Key Person to assist the Contractor to provide the relevant services.
The Parent Company was a party to the Contractor Agreement for the purpose of guaranteeing the performance of the Company’s obligations under that agreement.
The parties now wish to terminate the Contractor Agreement and provide mutual releases on the terms set out in this deed.
The parties agree
| 1. | Definitions and interpretation |
| 1.1 | Definitions |
In this deed:
Appointment Date means the date specified in item 5 of the schedule.
Claim includes a claim, action, proceeding, judgment, damage, loss, cost, expense or liability, however arising and whether present, unascertained, immediate, future or contingent.
Company means the entity described in item 2 of the schedule. Contractor means the entity described in item 4 of the schedule. Group means:
| (a) | the Company; |
| (b) | the Parent Company; |
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| (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).
Key Person means the individual described in item 6 of the schedule.
Related Bodies Corporate has the meaning given in the Corporations Act 2001 (Cth).
| 1.2 | Interpretation |
In this deed, headings are inserted for convenience only and do not affect the interpretation of this deed, 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 deed; |
| (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; |
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| (vi) | this deed includes the recitals and any schedules, annexures, exhibits or attachments to this deed; |
| (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; |
| -3- |
| (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 deed will be interpreted against a party just because that party prepared that provision. |
| 1.3 | Representatives of Contractor |
Despite anything else contained in this deed where an obligation is imposed on the Contractor by or under this deed 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
| 2. | Termination of Contractor Agreement |
| (a) | With effect from the Effective Date, the Contractor Agreement is terminated by agreement of the parties. |
| (b) | From the Effective Date, no party has any further rights or obligations under the Contractor Agreement, except for: |
| (i) | any rights or obligations that accrued before the Effective Date; |
| (ii) | any rights or obligations which are expressed to survive termination of the Contractor Agreement or which by their nature are intended to survive (including confidentiality, intellectual property, restraint and indemnity provisions); and |
| (iii) | any obligation to pay amounts properly invoiced (or otherwise owing) in respect of services provided up to and including the Effective Date, to the extent not released under clause 3. |
| 3. | Release |
| (a) | With effect from the Effective Date, each party (Releasing Party) releases and forever discharges each other party and each of their Related Bodies Corporate and their respective officers, employees and agents (Released Parties) from all Claims which the Releasing Party has or may have against any Released Party arising out of or in connection with the Contractor Agreement or its termination, whether arising before, on or after the date of this deed, to the extent the Claim relates to any act, omission or circumstance occurring on or before the Effective Date. |
| -4- |
| (b) | The release in clause 3 does not apply to: |
| (i) | any Claims arising under this deed (including any Claim for breach of this deed); |
| (ii) | any Claims in respect of fraud, deliberate concealment or wilful misconduct; |
| (iii) | any Claims arising from a party’s failure to pay amounts that are expressly stated in this deed as payable and not released (if any); |
| (iv) | any Claims in respect of superannuation, PAYG withholding or other amounts required by law to be paid, withheld or remitted to a government authority (to the extent applicable); and |
| (v) | any rights or obligations expressly preserved under clause 3. |
| 4. | 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 deed and of any documents entered under or in respect of this deed; and |
| (b) | the performance of that party’s obligations under this deed. |
| 5. | GST |
| 5.1 | Interpretation |
Words and expressions used in this clause 6 which are not defined in this deed, but which are defined in the GST Act, have the meaning given to them in the GST Act.
| 5.2 | Consideration does not include GST |
The consideration for any supply made under or in connection with this deed does not include an amount for GST, unless it is expressly stated in this deed to be inclusive of GST.
| 5.3 | Recovery of GST |
To the extent that GST is or becomes payable on any supply made under or in connection with this deed (not being a supply for which the consideration is expressly stated in this deed 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.
| 5.4 | Tax invoice |
The Company need not make a payment for a taxable supply made under or in connection with this deed until it receives a tax invoice for the supply to which the payment relates.
| -5- |
| 6. | Notices |
| 6.1 | Giving of notice |
A notice required or permitted to be given by one party to another under this deed 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. |
| 6.2 | Address for service |
For the purposes of this clause, the address of a party is the address set out in item 8 of the schedule or another address of which that party may from time to time give notice to each other party.
| 7. | Further steps |
Each party agrees to promptly do all things reasonably necessary or desirable to give full effect to this deed and the transactions contemplated by it, including obtaining consents and signing documents.
| 8. | No merger |
On completion or termination of the transactions contemplated by this deed, the rights and obligations of the parties set out in this deed will not merge and any provision that has not been fulfilled remains in force.
| 9. | Entire deed |
This deed constitutes the entire deed between the parties about its subject matter and supersedes all previous communications, representations, understandings or deeds between the parties on the subject matter.
| 10. | Amendment |
This deed may only be amended or varied in writing signed by each party.
| 11. | Waiver |
| 11.1 | No waiver |
No failure to exercise or delay in exercising any right given by or under this deed to a party constitutes a waiver and the party may still exercise that right in the future.
| -6- |
| 11.2 | Waiver must be in writing |
Waiver of any provision of this deed 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.
| 12. | Severability |
If any provision of this deed 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 deed or affecting the validity or enforceability of that provision in any other jurisdiction.
| 13. | Assignment |
The Contractor must not, at law or in equity, assign, transfer or otherwise deal with any of its rights or obligations under this deed without the prior written consent of the Company.
| 14. | Counterparts |
This deed may be signed in any number of counterparts. All signed counterparts taken together constitute one deed.
| 15. | Governing law and jurisdiction |
| 15.1 | Governing law |
This deed is governed by the laws in force in the state specified in item 9 of the schedule.
| -7- |
Schedule
| 1 | Date of deed |
30 April 2026
| 2 | Details of the Company |
SharonAI Pty Ltd ACN 645 215 194
Level 1, 32 Walker 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 |
Manning Group Pty Ltd ATF MG Office Trust
ACN 620 362 174
ABN 57 246 345 926
of 303/44 Miller Street, North Sydney NSW 2075
| 5 | Appointment date |
18 January 2025
| 6 | Key Person |
James Manning
Email: [email protected]
Phone number: 0499 400 900
| 7 | Effective Date |
1 May 2026
| 8 | Address for service |
Contact details as set out in items 2, 3 and 4 of this schedule
| 9 | Jurisdiction |
New South Wales
| -8- |
| Executed as a deed | |
| EXECUTED by SHARON AI PTY LTD ACN 645 215 194 by its authorised signatory: | |
| /s/ Alexander Kelton | |
| Alexander Kelton (Apr 30, 2026 08:26:02 GMT+1) | |
| Signature of signatory | |
| Drew Kelton | |
| Name of signatory (please print) | |
| EXECUTED by SHARONAI HOLDINGS INC
by its authorised signatory: | |
| /s/ Alexander Kelton | |
| Alexander Kelton (Apr 30, 2026 08:26:02 GMT+1) | |
| Signature of signatory | |
| Drew Kelton | |
| Name of signatory (please print) | |
| EXECUTED by MANNING GROUP PTY LTD ATF MG OFFICE TRUST ACN 620 362 174 | |
| in accordance with section 127 of the Corporations Act 2001 (Cth) by being signed by the following officers: | |
| /s/ James Manning | |
| James Manning (Apr 30, 2026 11:37:02 GMT+10) | |
| Signature of sole director and sole company secretary |
| -9- |
Exhibit 10.8
Deed of Termination and Release
| Date | of the deed 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. | On the Appointment Date, the Company and the Contractor entered into an agreement under which the Contractor agreed to provide services to the Company (Contractor Agreement). | |
| B. | The Contractor engaged the Key Person to assist the Contractor to provide the relevant services. | |
| C. | The Parent Company was a party to the Contractor Agreement for the purpose of guaranteeing the performance of the Company’s obligations under that agreement. | |
| D. | The parties now wish to terminate the Contractor Agreement and provide mutual releases on the terms set out in this deed. |
The parties agree
| 1. | Definitions and interpretation |
| 1.1 | Definitions |
In this deed:
Appointment Date means the date specified in item 5 of the schedule.
Claim includes a claim, action, proceeding, judgment, damage, loss, cost, expense or liability, however arising and whether present, unascertained, immediate, future or contingent.
Company means the entity described in item 2 of the schedule.
Contractor means the entity described in item 4 of the schedule.
Group means:
| (a) | the Company; |
| -1- |
| (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).
Key Person means the individual described in item 6 of the schedule.
Related Bodies Corporate has the meaning given in the Corporations Act 2001 (Cth).
| 1.2 | Interpretation |
In this deed, headings are inserted for convenience only and do not affect the interpretation of this deed, 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 deed; |
| (iv) | a right includes a benefit, remedy, discretion, authority or power; |
| -2- |
| (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 deed includes the recitals and any schedules, annexures, exhibits or attachments to this deed; |
| (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 |
| -3- |
| (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 deed will be interpreted against a party just because that party prepared that provision. |
| 1.3 | Representatives of Contractor |
Despite anything else contained in this deed where an obligation is imposed on the Contractor by or under this deed 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
| 2. | Termination of Contractor Agreement |
| (a) | With effect from the Effective Date, the Contractor Agreement is terminated by agreement of the parties. |
| (b) | From the Effective Date, no party has any further rights or obligations under the Contractor Agreement, except for: |
| (i) | any rights or obligations that accrued before the Effective Date; |
| (ii) | any rights or obligations which are expressed to survive termination of the Contractor Agreement or which by their nature are intended to survive (including confidentiality, intellectual property, restraint and indemnity provisions); and |
| (iii) | any obligation to pay amounts properly invoiced (or otherwise owing) in respect of services provided up to and including the Effective Date, to the extent not released under clause 3. |
| 3. | Release |
| (a) | With effect from the Effective Date, each party (Releasing Party) releases and forever discharges each other party and each of their Related Bodies Corporate and their respective officers, employees and agents (Released Parties) from all Claims which the Releasing Party has or may have against any Released Party arising out of or in connection with the Contractor Agreement or its termination, whether arising before, on or after the date of this deed, to the extent the Claim relates to any act, omission or circumstance occurring on or before the Effective Date. |
| -4- |
| (b) | The release in clause 3 does not apply to: |
| (i) | any Claims arising under this deed (including any Claim for breach of this deed); |
| (ii) | any Claims in respect of fraud, deliberate concealment or wilful misconduct; |
| (iii) | any Claims arising from a party’s failure to pay amounts that are expressly stated in this deed as payable and not released (if any); |
| (iv) | any Claims in respect of superannuation, PAYG withholding or other amounts required by law to be paid, withheld or remitted to a government authority (to the extent applicable); and |
| (v) | any rights or obligations expressly preserved under clause 3. |
| 4. | 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 deed and of any documents entered under or in respect of this deed; and |
| (b) | the performance of that party’s obligations under this deed. |
| 5. | GST |
| 5.1 | Interpretation |
Words and expressions used in this clause 6 which are not defined in this deed, but which are defined in the GST Act, have the meaning given to them in the GST Act.
| 5.2 | Consideration does not include GST |
The consideration for any supply made under or in connection with this deed does not include an amount for GST, unless it is expressly stated in this deed to be inclusive of GST.
| 5.3 | Recovery of GST |
To the extent that GST is or becomes payable on any supply made under or in connection with this deed (not being a supply for which the consideration is expressly stated in this deed 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.
| -5- |
| 5.4 | Tax invoice |
The Company need not make a payment for a taxable supply made under or in connection with this deed until it receives a tax invoice for the supply to which the payment relates.
| 6. | Notices |
| 6.1 | Giving of notice |
A notice required or permitted to be given by one party to another under this deed 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. |
| 6.2 | Address for service |
For the purposes of this clause, the address of a party is the address set out in item 8 of the schedule or another address of which that party may from time to time give notice to each other party.
| 7. | Further steps |
Each party agrees to promptly do all things reasonably necessary or desirable to give full effect to this deed and the transactions contemplated by it, including obtaining consents and signing documents.
| 8. | No merger |
On completion or termination of the transactions contemplated by this deed, the rights and obligations of the parties set out in this deed will not merge and any provision that has not been fulfilled remains in force.
| 9. | Entire deed |
This deed constitutes the entire deed between the parties about its subject matter and supersedes all previous communications, representations, understandings or deeds between the parties on the subject matter.
| 10. | Amendment |
This deed may only be amended or varied in writing signed by each party.
| -6- |
| 11. | Waiver |
| 11.1 | No waiver |
No failure to exercise or delay in exercising any right given by or under this deed to a party constitutes a waiver and the party may still exercise that right in the future.
| 11.2 | Waiver must be in writing |
Waiver of any provision of this deed 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.
| 12. | Severability |
If any provision of this deed 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 deed or affecting the validity or enforceability of that provision in any other jurisdiction.
| 13. | Assignment |
The Contractor must not, at law or in equity, assign, transfer or otherwise deal with any of its rights or obligations under this deed without the prior written consent of the Company.
| 14. | Counterparts |
This deed may be signed in any number of counterparts. All signed counterparts taken together constitute one deed.
| 15. | Governing law and jurisdiction |
| 15.1 | Governing law |
This deed is governed by the laws in force in the state specified in item 9 of the schedule.
| -7- |
Schedule
| 1 | Date of deed |
30 April 2026
| 2 | Details of the Company |
SharonAI Pty Ltd ACN 645 215 194
of Level 1, 32 Walker 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
of 29 Yarrabung Road, St Ives NSW 2075
| 5 | Appointment date |
14 October 2024
| 6 | Key Person |
Tim Broadfoot
Email: [email protected]
Phone number: 0447097271
| 7 | Effective Date |
1 May 2026
| 8 | Address for service |
Contact details as set out in items 2, 3 and 4 of this schedule
| 9 | Jurisdiction |
New South Wales
| -8- |
Executed as a deed
EXECUTED by SHARON AI PTY LTD ACN 645 215 194 by its authorised signatory: |
|
| /s/ James Manning | |
| James Manning (Apr 30, 2026 10:39:23GMT+10) | |
| Signature of signatory | |
| James Manning | |
| Name of signatory (please print) | |
| EXECUTED by SHARONAI HOLDINGS INC by | |
| its authorised signatory: | |
| /s/ James Manning | |
| James Manning (Apr 30, 2026 10:39:44 GMT+10) | |
| Signature of signatory | |
| James Manning | |
| Name of signatory (please print) | |
| 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: | |
| /s/ Tim Broadfoot | |
| Signature of sole director and sole company secretary |
| -9- |
Exhibit 10.9
Deed of Termination and Release
| Date | of the deed 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. | On the Appointment Date, the Company and the Contractor entered into an agreement under which the Contractor agreed to provide services to the Company (Contractor Agreement). |
| B. | The Contractor engaged the Key Person to assist the Contractor to provide the relevant services. |
| C. | Contractor Agreement was varied by the parties on 13 June 2025. |
| D. | The Parent Company was a party to the Contractor Agreement for the purpose of guaranteeing the performance of the Company’s obligations under that agreement. |
| E. | The parties now wish to terminate the Contractor Agreement and provide mutual releases on the terms set out in this deed. |
The parties agree
| 1. | Definitions and interpretation |
| 1.1 | Definitions |
In this deed:
Appointment Date means the date specified in item 5 of the schedule.
Claim includes a claim, action, proceeding, judgment, damage, loss, cost, expense or liability, however arising and whether present, unascertained, immediate, future or contingent.
Company means the entity described in item 2 of the schedule.
Contractor means the entity described in item 4 of the schedule.
| -1- |
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).
Key Person means the individual described in item 6 of the schedule.
Related Bodies Corporate has the meaning given in the Corporations Act 2001 (Cth).
| 1.2 | Interpretation |
In this deed, headings are inserted for convenience only and do not affect the interpretation of this deed, 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 deed; |
| -2- |
| (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 deed includes the recitals and any schedules, annexures, exhibits or attachments to this deed; |
| (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; |
| -3- |
| (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 deed will be interpreted against a party just because that party prepared that provision. |
| 1.3 | Representatives of Contractor |
Despite anything else contained in this deed where an obligation is imposed on the Contractor by or under this deed 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
| 2. | Termination of Contractor Agreement |
| (a) | With effect from the Effective Date, the Contractor Agreement is terminated by agreement of the parties. |
| (b) | From the Effective Date, no party has any further rights or obligations under the Contractor Agreement, except for: |
| (i) | any rights or obligations that accrued before the Effective Date; |
| (ii) | any rights or obligations which are expressed to survive termination of the Contractor Agreement or which by their nature are intended to survive (including confidentiality, intellectual property, restraint and indemnity provisions); and |
| (iii) | any obligation to pay amounts properly invoiced (or otherwise owing) in respect of services provided up to and including the Effective Date, to the extent not released under clause 3. |
| 3. | Release |
| (a) | With effect from the Effective Date, each party (Releasing Party) releases and forever discharges each other party and each of their Related Bodies Corporate and their respective officers, employees and agents (Released Parties) from all Claims which the Releasing Party has or may have against any Released Party arising out of or in connection with the Contractor Agreement or its termination, whether arising before, on or after the date of this deed, to the extent the Claim relates to any act, omission or circumstance occurring on or before the Effective Date. |
| -4- |
| (b) | The release in clause 3 does not apply to: |
| (i) | any Claims arising under this deed (including any Claim for breach of this deed); |
| (ii) | any Claims in respect of fraud, deliberate concealment or wilful misconduct; |
| (iii) | any Claims arising from a party’s failure to pay amounts that are expressly stated in this deed as payable and not released (if any); |
| (iv) | any Claims in respect of superannuation, PAYG withholding or other amounts required by law to be paid, withheld or remitted to a government authority (to the extent applicable); and |
| (v) | any rights or obligations expressly preserved under clause 3. |
| 4. | 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 deed and of any documents entered under or in respect of this deed; and |
| (b) | the performance of that party’s obligations under this deed. |
| 5. | GST |
| 5.1 | Interpretation |
Words and expressions used in this clause 6 which are not defined in this deed, but which are defined in the GST Act, have the meaning given to them in the GST Act.
| 5.2 | Consideration does not include GST |
The consideration for any supply made under or in connection with this deed does not include an amount for GST, unless it is expressly stated in this deed to be inclusive of GST.
| 5.3 | Recovery of GST |
To the extent that GST is or becomes payable on any supply made under or in connection with this deed (not being a supply for which the consideration is expressly stated in this deed 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.
| -5- |
| 5.4 | Tax invoice |
The Company need not make a payment for a taxable supply made under or in connection with this deed until it receives a tax invoice for the supply to which the payment relates.
| 6. | Notices |
| 6.1 | Giving of notice |
A notice required or permitted to be given by one party to another under this deed 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. |
| 6.2 | Address for service |
For the purposes of this clause, the address of a party is the address set out in item 8 of the schedule or another address of which that party may from time to time give notice to each other party.
| 7. | Further steps |
Each party agrees to promptly do all things reasonably necessary or desirable to give full effect to this deed and the transactions contemplated by it, including obtaining consents and signing documents.
| 8. | No merger |
On completion or termination of the transactions contemplated by this deed, the rights and obligations of the parties set out in this deed will not merge and any provision that has not been fulfilled remains in force.
| 9. | Entire deed |
This deed constitutes the entire deed between the parties about its subject matter and supersedes all previous communications, representations, understandings or deeds between the parties on the subject matter.
| -6- |
| 10. | Amendment |
This deed may only be amended or varied in writing signed by each party.
| 11. | Waiver |
| 11.1 | No waiver |
No failure to exercise or delay in exercising any right given by or under this deed to a party constitutes a waiver and the party may still exercise that right in the future.
| 11.2 | Waiver must be in writing |
Waiver of any provision of this deed 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.
| 12. | Severability |
If any provision of this deed 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 deed or affecting the validity or enforceability of that provision in any other jurisdiction.
| 13. | Assignment |
The Contractor must not, at law or in equity, assign, transfer or otherwise deal with any of its rights or obligations under this deed without the prior written consent of the Company.
| 14. | Counterparts |
This deed may be signed in any number of counterparts. All signed counterparts taken together constitute one deed.
| 15. | Governing law and jurisdiction |
| 15.1 | Governing law |
This deed is governed by the laws in force in the state specified in item 9 of the schedule.
| -7- |
Schedule
| 1 | Date of deed |
30 April 2026
| 2 | Details of the Company |
SharonAI Pty Ltd ACN 645 215 194
Level 1, 32 Walker 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 |
Inbocalupo Consulting Pty Ltd ACN 645 215 194 of 19 Ozone Parade, Dee Why NSW 2099
| 5 | Appointment date |
14 October 2024
| 6 | Key Person |
Nick Hughes-Jones
Email: [email protected] Phone number: 0433 260 343
| 7 | Effective Date |
1 May 2026
| 8 | Address for service |
Contact details as set out in items 2, 3 and 4 of this schedule
| 9 | Jurisdiction |
New South Wales
| -8- |
| Executed as a deed | |
| EXECUTED by SHARON AI PTY LTD | |
| ACN 645 215 194 by its | |
| authorised signatory: | |
| /s/ James Manning | |
| James Manning (Apr 30, 2026 10:39:44 GMT+10) | |
| Signature of signatory | |
| James Manning | |
| Name of signatory (please print) | |
| EXECUTED by SHARONAI HOLDINGS INC by | |
| its authorised signatory: | |
| /s/ James Manning | |
| James Manning (Apr 30, 2026 10:39:44 GMT+10) | |
| Signature of signatory | |
| James Manning | |
| Name of signatory (please print) | |
| EXECUTED by INBOLCALUPO CONSULTING PTY | |
| LTD ACN 633 737 791in accordance with | |
| section 127 of the Corporations Act 2001 (Cth) | |
| by being signed by the following officers: | |
| /s/ Nick Hughes-Jones | |
| Nicholas Hughes jones (Apr 30, 2026 18:17:13 GMT+10) | |
| Signature of sole director and sole company secretary |
| -9- |