Innovation Partner Agreement

Mobile Interactive Technologies Pty Ltd (ABN 27 156 432 389) (hereafter "MIT") of 11 Rodeo Road, Gregory Hills,
Sydney. 2557. Australia.

1. Introduction and purpose

The purpose of this agreement is to establish a business relationship between the parties where MIT will provide
application and software solutions and Innovation Partner will promote those solutions to the market, in return for
an Innovation Partner residual payment element (referred to in clause 2 below).

2. MIT obligations

MIT agrees to:

  • Provide the Innovation Partner with advanced access to MIT's relevant products, solutions and services.
  • Provide access to the dedicated Innovation Partner Support Centre.
  • Provide such Promotional Material as MIT considers reasonably necessary to assist the Innovation Partner
    in the presentation, marketing and sales process of MIT's products, solutions and services.
  • Pay the Innovation Partner a residual amount of 20% (inclusive of GST for Australian based Innovation
    Partners) of standard monthly revenues generated and paid from clients directly introduced to MIT by the
    Innovation Partner monthly in arrears. Revenues generated in month one are payable on or around the last
    day of month two.

3. Innovation Partner obligations

The Innovation Partner agrees to:

  • Actively promote MIT products, solutions and services to the Innovation Partner's existing and potential
    clients including email and direct mail campaigns.
  • Incorporate MIT products and solutions in future client propositions and presentations as a value added
    solution.
  • Promote and maintain an MIT product logo with active hyperlink to MIT solution on their website.
  • Promote MIT and its products and solutions in a positive and honest manner at all times.
  • Not provide any business intelligence or confidential information to third parties without express written
    permission from MIT.

The Innovation Partner agrees NOT to:

  • Purport or claim to be, or to be employed by, MIT.
  • Use MIT product or solution names in "pay per click" advertising without written permission from MIT.
  • Carry on any illegal or non-compliant activity in carrying out its obligations under this agreement.
  • Publish any documents, advertising or material referring to MIT or its products and services without the
    express written consent of MIT.

The Innovation Partner acknowledges and agrees that:

  • All intellectual property rights, and ownership in MIT products, solutions and services vests in MIT. This also
    extends to any alteration or amendment to that intellectual property (whether made by the Innovation
    Partner or otherwise).
  • It has no proprietary interest in any MIT products, solutions and services.
  • It must not do anything which may diminish the reputation or goodwill of MIT.
  • It will notify MIT immediately upon becoming aware of any infringement of MIT's intellectual property rights
    in the MIT products, solutions and services.
  • Nothing in this agreement creates any form of partnership, employer-employee, contractor or joint venture
    relationship between MIT and the Innovation Partner. The Innovation Partner must not hold itself out as
    though any of those relationships exist between the parties.
  • It is not authorised to make any representation to any person or client on behalf of MIT in relation to MIT's
    products, solutions and services.

4. Duration of Agreement

  • Once active, this Agreement will remain in place until terminated by either party.
  • Either party may terminate this Agreement for any reason giving 30 days notice to the other party.
  • MIT may terminate the Agreement immediately by notice if MIT (in its absolute discretion) is of the opinion
    that the Innovation Partner has breached this agreement or is not acting in the interests of MIT.

5. Limitation of our Liability

  • MIT and our representatives will not be liable to you for any indirect or consequential loss or damage
    incurred or suffered by you (including but not limited to loss of profit, loss of business, loss of opportunity or
    loss of revenue) in connection with this agreement (including as a result of our breach of this agreement or
    any negligence on our part or on the part of our Representatives).
  • The Innovation Partner indemnifies MIT for any liability, loss, damage or expenses arising from a breach of
    this agreement or any negligent or wilful act or omission of the Innovation Partner or its representatives.
  • MIT disclaims any express or implied warranty representation or guarantee as to the effectiveness or
    profitability of the program provided under this agreement.

6. Governing Law

  • This agreement and the transactions contemplated by this agreement are governed by the law in force in
    New South Wales, Australia