AGREEMENT FOR THE PROVISION OF ENGINEERING SERVICES

1. The JKF Pty Ltd (JKF Aero) shall provide to the Client the consulting services described in the accompanying letter together with such other services as may be agreed from time to time (the Services).
   
   
2. The JKF Pty Ltd (JKF Aero) shall provide the Services with such skill, care and diligence as is generally exercised by competent members of the engineering profession performing services of a similar nature, at the time the Services are provided. It is noted and agreed by the client that the services provided are generally of an experimental basis and no warranties are provided for the outcome of the task.
   
   
3. The Services will be performed at either or both the site of the project (the Site) or at other places reasonably required by the Client. Where the locations of the JKF Pty Ltd (JKF Aero)s work are not under the JKF Pty Ltd (JKF Aero)s control (including the Site), the Client must provide reasonable access to allow the JKF Pty Ltd (JKF Aero) to fulfil its obligations (including to provide the Services).
   
   
4. The Client shall at its own cost, as soon as practicable make available to the JKF Pty Ltd (JKF Aero) all information, documents and other particulars relating to the Clients requirement for the project as is necessary for the JKF Pty Ltd (JKF Aero) to carry out the services as expressly set out in this Agreement (the Requirements). The JKF Pty Ltd (JKF Aero) is entitled to rely on such information, documents and other particulars as are provided by the Client pursuant to or in connection with this Agreement.
   
   
5. The client shall pay to the JKF Pty Ltd (JKF Aero):
   (a) the Fee and the Reimbursable Expenses as set out in the accompanying letter together with such other amounts in respect of other services agreed to be provided.
   (b) Reasonable adjustments to the Fee and the Reimbursable Expenses to reflect the additional costs, expenses, liabilities, losses or other amounts incurred or suffered by the JKF Pty Ltd (JKF Aero) in the performance of the Services and arising out of or in connection with any event or matter
   beyond the JKF Pty Ltd (JKF Aero)s control; and
   (c) to the extent that amounts payable under this Agreement are not expressly to be GST inclusive, an additional amount for the GST incurred by the JKF Pty Ltd (JKF Aero) in relation to the supply of the Services (GST).
   
   
6. The JKF Pty Ltd (JKF Aero) may claim payment in accordance with the times set out in the accompanying letter or, if no time is set out, monthly in arrears. The Client must pay to the JKF Pty Ltd (JKF Aero), without set-off or deduction.
   (a) the amount payable under this Agreement for the Services provided during the relevant period, within 30 days of the JKF Pty Ltd (JKF Aero)s invoice; and
   (b) any GST payable under this Agreement for the Services provided during the relevant period, within 14 days of receiving a valid tax invoice.
   
   
7. If the Client does not pay the JKF Pty Ltd (JKF Aero) in accordance with this Agreement then, without prejudice to any other rights or remedies the JKF Pty Ltd (JKF Aero) may have, interest will be payable from the date of invoice until payment at a rate of 15 percent per annum.
   
   
8. To the maximum extent permitted by law:
   (a) subject to paragraphs (b), (c) and (d) below, the JKF Pty Ltd (JKF Aero)s liability to the Client arising out of or in connection with this Agreement (including the performance or non-performance of the Services), whether under the law of contract, in tort, in equity, under statute or otherwise, shall be limited in aggregate to the amount of $1.
   (b) The JKF Pty Ltd (JKF Aero) is not liable to the Client in respect of any indirect, consequential or special losses (including loss of profit, loss of business opportunity and payment of liquidated sums or damages under any other agreement);
   (c) The JKF Pty Ltd (JKF Aero) shall be deemed to have been discharged from all liability in respect of the Services whether under contract, in tort, in equity, under statute or otherwise, at the expiration 2 of 3 of the period specified in the accompanying letter, or if no date is specified, on the expiration of 3 years from the completion of the Services; (d) If, and to the extent that, any of this clause is void as a result of section 68 of the Trade Practices Act 1974 (Cth), then the JKF Pty Ltd (JKF Aero)s liability for a beach of condition or warranty is limited to: (i) the supplying of the relevant Services again; or (ii) the payment of the cost of having the Services supplied again.
   
   
9. Subject to the Client complying with its obligations under the Agreement, the JKF Pty Ltd (JKF Aero) grants to the Client a non-exclusive, royalty-free and irrevocable licence to use any intellectual property (including all drawings, reports, specifications, bills of quantity, calculations and other documents, including works as defined in the Copyright Act 1968 (Cth) created or produced by the JKF Pty Ltd (JKF Aero)) arising out of provision of the Services (IP Rights) for the purposes of completing the
   Project. As between the Client and the JKF Pty Ltd (JKF Aero), the ownership of the IP Rights vests in the JKF Pty Ltd (JKF Aero).
   
   
10. Neither the client nor the JKF Pty Ltd (JKF Aero) shall disclose to the third parties or use for any purpose (other than providing or benefiting from the Services) any information provided by the other unless:
    (a) required by law;
    (b) the information is already generally known to the public; or
    (c) the other consents to the disclosure. All documentation and materials containing confidential information provided by one party to the other shall be returned upon request.
    
    
11. Any dispute or difference (Dispute) between the Client and the JKF Pty Ltd (JKF Aero) may be notified by a party to the other party and the parties shall:
    (a) firstly meet to negotiate, in good faith, resolution of the Dispute; and
    (b) secondly, if negotiation of the Dispute, attend mediation, administered in accordance with procedures as set out by the Institute of Arbitrators and Mediators Australia (New South Wales). Provided that this provision shall not prevent the JKF Pty Ltd (JKF Aero) from instituting legal action at any time to recover moneys owing by the Client to the JKF Pty Ltd (JKF Aero).
    
    
12. The Client may, without prejudice to any other rights or remedies it may have, by written notice served on the JKF Pty Ltd (JKF Aero) terminate its obligations under this Agreement:
    (a) if the JKF Pty Ltd (JKF Aero) is in breach of the terms of the Agreement and the breach has not be remedied within 28 days of a written notice served by the Client on the JKF Pty Ltd (JKF Aero) specifying the breach and requiring the breach to be remedied; or
    (b) upon the client giving the JKF Pty Ltd (JKF Aero) 60 days written notice of its intention to do so; or
    (c) if the JKF Pty Ltd (JKF Aero) informs the Client that it is insolvent, becomes bankrupt, or becomes subject to any official management, receivership, liquidation, provisional liquidation, voluntary administration, winding up or external administration (Insolvency Event).
    
    
13. The JKF Pty Ltd (JKF Aero) may, without prejudice to any other rights or remedies it may have, by notice in writing served on the Client suspend its obligations under this Agreement:
    (a) immediately by written notice if the Client has failed to pay in accordance with this Agreement;
    or
    (b) if the Client is in breach of any of the other terms of the Agreement and the breach has not been remedied within 10 working days (or longer as the JKF Pty Ltd (JKF Aero) may allow) of a written notice served by the JKF Pty Ltd (JKF Aero) on the Client specifying the breach and requiring the breach to be remedied.
    
    
14. The JKF Pty Ltd (JKF Aero) may, without prejudice to any other rights or remedies it may have, terminate its obligations under this Agreement:
    (a) if the breach referred to in clause 13(a) has not been remedied within 5 days of a written notice served by the JKF Pty Ltd (JKF Aero) on the Client specifying the breach and requiring the breach to be remedied; or
    (b) if the Client is in breach of any of the other terms of the Agreement and the breach has not been remedied within 28 days of a written notice served by the JKF Pty Ltd (JKF Aero) on the Client specifying the breach and requiring the breach to be remedied; or
    (c) upon the JKF Pty Ltd (JKF Aero) giving the Client 60 days written notice of its intention to do so; or
    (d) if an Insolvency Event occurs in relation to the Client.
    
    
15. If the JKF Pty Ltd (JKF Aero) considers it appropriate to do so, it may, with the Clients prior approval, which shall not be unreasonably withheld or delayed, engage other consultants to assist the JKF Pty Ltd (JKF Aero) in specialist areas. The consultant shall be engaged at the Clients risk, cost
    and expense, and on its behalf.
    
    
16. Neither party may assign, transfer or sublet any obligations under this Agreement without the written consent of the other. Unless stated in writing to the contrary, no assignment, transfer or subletting shall release the assignor from any obligations under this agreement.
    
    
17. In the interpretation of this Agreement, no rule of construction applies to the disadvantage of one party on the basis that it put forward this Agreement or any part of it.