Partnership Agreement


Partnership Agreement

between
Rubik Financial Limited
Rubik
and
Giovanni (John) Raciti
Partner

Table of Contents

  1. Background 1
  2. Agreement Terms 1
  3. Addresses 2
  4. Definitions 2
    4.1 Meanings 2
    4.2 Context 3
  5. Appointment and Term 4
  6. Partner Obligations 4
  7. Rubik Obligations 5
    7.1 General 5
    7.2 Training 5
    7.3 Project Resources 5
  8. Commission 5
  9. Exclusivity 6
  10. Termination 6
  11. Non-Disclosure 6
  12. Entire Agreement 7
  13. Force Majeure 8
  14. General Terms 8
    Attachment A – General Information 11
    Attachment B – List of Schedules 12
    Schedule 1 – Rubik Products and Services 13
    Schedule 2 –Partner Territory 14
    Schedule 3 – Partner Commission 15
    Schedule 4 – Rubik Resources 16

This Limited Partner Agreement is by and between:
Rubik Financial Limited ACN: 071 707 232 of Level 21, 321 Kent St, Sydney NSW, Australia 2000 (“Rubik”) and
Giovanni (John) Raciti of Mascot NSW 2020 (“Partner”).
Rubik and Partner may hereinafter individually be referred to as a Party and together as the Parties.
Operative provisions
⦁ Background
⦁ Rubik develops and sells a range of software technologies for financial institutions and collection organisations.
⦁ Partner has represented to Rubik that they have skills in the marketing of information technology products and services in their Territory.
⦁ Rubik wishes to form an agreed relationship with Partner and obtain distribution services for its products and services in the Territory in accordance with the terms of this Agreement.
⦁ Agreement Terms
This Agreement is governed by the following general terms and conditions and the specific terms and conditions included in the attached Schedules, these forming integral parts of this Agreement. The Parties agree that in case of any inconsistency, the general terms and conditions of this Agreement shall prevail.

⦁ Addresses
All notices, correspondence and invoices to be addressed to Partner shall be sent to the registered office of Partner at the address set out below and addressed to the below recipient:

Mascot NSW 2020

All general correspondence related to the execution of the agreements between Rubik and Partner should be addressed to:
Head of International, Collections and Payments
Rubik Financial Technology
Level 21, 321 Kent St, Sydney
NSW 2000, Australia
All legal notices and invoices to be addressed to Rubik shall be sent to the registered office of Rubik to:
PO Box 4808, Sydney,
NSW 2001, Australia.
Any changes to the addresses that mentioned above shall be notified by one party to other party in this agreement not latter that 14 (fourteen) calendar days before the changes came into effect.
⦁ Definitions
⦁ Meanings
In this Agreement unless the context otherwise requires, the following terms shall have the following meaning:
⦁ Client means either existing clients of either party or Prospects that become clients of either party by signing an agreement with either party in the Territory.
⦁ Confidential Information means all information which is by its nature confidential, whether or not designated as confidential, disclosed by either party to the other before, on or after the Effective Date relating to the business, technology, customers or other affairs of either party.
⦁ Commission as defined in Schedule 3.
⦁ Current Price List means the price of the Products as supplied by Rubik updated from time to time.
⦁ Effective Date means 1 January 2014.
⦁ Implementation Services means the time and effort of resources involved with installing the Products (as outlined in Schedule 1) adopted by the Prospect / Client.
⦁ License Fee is the fee the Client pays for the non-exclusive license or sub-license to use the Product.
⦁ Maintenance Services means:
⦁ diagnosing and correcting any errors, defects or failures of the Software; and
⦁ implementing any patches, workarounds and updates.
⦁ Market Activity means the minimum sale of 1 Product in the first year from the Effective Date and 1 Product from each effective year thereon.
⦁ Products means the standard computer programs in object code as supplied by Rubik and identified in Schedule 1 as amended by Rubik from time to time, together with associated marketing and support documentation.
⦁ Prospects mean potential Clients of either party.
⦁ Territory means the geographic locations specified in Schedules 2. Partner is authorised to market and support the Rubik Products set out in Schedule 1 in the territories set out in schedule 2.
⦁ Third Party Contract is an agreement between Rubik, Partner and the Client.
⦁ Context
In this agreement, unless the context otherwise requires:
⦁ words importing the singular include the plural and vice versa;
⦁ headings are for convenience only and do not affect interpretation of this Agreement;
⦁ a reference to a clause, paragraph or schedule is a reference to a clause, paragraph or schedule of this Agreement;
⦁ an expression importing a natural person includes a firm, unincorporated association, body corporate, authority, partnership, joint venture or association;
⦁ a reference to a statute or regulation includes all amendments, consolidations or replacements thereof;
⦁ a reference to anything (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of persons is a reference to any one or more of them;
⦁ a reference to a party to a document includes that party’s reference to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;
⦁ no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement;
⦁ a covenant or agreement on the part of two or more persons binds them severally;
⦁ a reference to a body, whether statutory or not:
⦁ which ceases to exist; or
⦁ whose powers or functions are transformed to another body;
is a reference to the body which replaces it or which substantially succeeds to its powers or functions.
⦁ Appointment and Term
⦁ Rubik hereby appoints Partner to market and support the Products set out in Schedule 1 in the Territories set out in Schedule 2 in the manner set out in this Agreement.
⦁ This Agreement is effective as of the Effective Date and shall continue in effect for an initial term of 12 months and thereafter, with a renewal between the parties on an annual basis.
⦁ Partner Obligations
⦁ Partner will distribute the Products to Prospects, including in the following ways:
⦁ providing briefing information concerning Prospects to Rubik;
⦁ present the Products to the Prospects in a format to be agreed by the parties. To the extent necessary, the Partner will arrange for the translation of the literature into such language/s as may be reasonably required by Prospects in the Territory;
⦁ In addition to providing the above marketing services, Partner will:
⦁ keep and maintain true and accurate records of all transactions involving the Prospects, comply with all governmental laws, regulations and practices with respect to the conduct of Partner business and exercise of the rights granted under this Agreement; and
⦁ comply with all reasonable directions and instructions given by Rubik, including providing such assistance as may be required during the implementation of Products.
⦁ Where agreed between the Parties, Partner may provide assistance with the Implementation Services of the Products on a time and materials basis. Rubik will acknowledge this effort as per Schedule 5.
⦁ Partner acknowledges and agrees to the following:
⦁ Partner will not make any representations or give any warranties about the Products’ capabilities which are not contained in published literature or are otherwise specifically authorized by the respective owners of the products;
⦁ Partner will liaise with Rubik for aspects of the sale such as proposals, quotations, negotiations, and contracts. This includes generation and sharing, at least on a quarterly basis, of Account Plans for targeted prospects and clients;
⦁ any systems integration work that is performed by Partner for a Prospect will be subject to a separate arrangement between Partner and Prospect and does not form part of this Agreement unless specifically agreed;
⦁ Each party is the owner of their respective trademarks and the neither party will reproduce the others trademarks without prior written consent.

⦁ Rubik Obligations
⦁ General
⦁ Rubik warrants that it is the holder of all IP and other rights in the Products and will defend said rights in relevant Courts of Law;
⦁ Rubik acknowledges and agrees that each party is the owner of their respective trademarks and the neither party will reproduce the others trademarks without prior written consent.
⦁ Training
⦁ Rubik will provide training to Partner for the implementation of Rubik CWX and the associated technical environment as follows:
⦁ General CWX Training – 1 Day To be undertaken with training provided to Prospect
⦁ Project Resources
⦁ Rubik will provide project resources to Partner for the implementation of Rubik CWX and the associated technical environment as agreed on a case by case basis at the rates defined in Schedule 4 – Rubik Resources
⦁ Allocation of Rubik resources will be at the sole discretion of Rubik, with the Partner working with prospects to schedule work at a time where appropriate Rubik resources may be designated to the project.
⦁ Commission
⦁ Rubik shall pay Partner a commission as defined in Schedule 3 – Partner Commission and also Schedule 5 where defined on a Client by Client basis.
⦁ In the event this Agreement is terminated in accordance with clause 10(b) below, from the date of such termination the Product owner shall not be obliged to make any further payments to the Partner in accordance with clause 8(a) above.
⦁ Where there is a sales conflict between the Partner and the Rubik Sales Team, the Head of International, Collections and Payments will delegate the account to the most appropriate Sales Representative to continue working the account.

⦁ Exclusivity
⦁ During the term of this Agreement, Partner will not, without the prior written consent of Rubik, promote, distribute, licence or sell products of competitors of Rubik that are advised to Partner from time to time.
⦁ Termination
⦁ Either Party may terminate this agreement with written notice provided to the Addresses above, with 60 days notice.
⦁ The owner of the products may terminate the Agreement immediately by notice in writing to the Partner, if the Partner or any officers, employees, sub-contractors or consultants of the Partner performs any action or makes any statement which in the opinion of the owner of the Products or any related body corporate of that party will or may harm the commercial interests of that party or any related body corporate of that party or denigrate or bring into disrepute the reputation of any of the Products.
⦁ In the event of termination, the Partner shall cease to represent itself as a Partner of the owner of the products and shall promptly return to that party all Confidential Information and all technical manuals, signs, sales literature, promotional materials and other material or property that may have been provided to the Partner by that party, together with all copies or reproductions thereof or parts thereof.
⦁ Any dispute arising as a result of notice of termination shall be subject to arbitration as defined in clause 14(f).
⦁ In the event there is a Third Party Contract and the Parties nominate to Terminate this Agreement, the Third Party Contract will form an agreement in its own right and the Parties will be bound by the clauses and terms of that agreement.
⦁ Non-Disclosure
⦁ The Partner will maintain the confidence of the other party’s Confidential Information and will prevent its unauthorized disclosure to or use by any other person except for the officers, employees, sub-contractors and consultants of the Partner who need to have access to such information to perform obligations under this agreement and who are bound by obligations of confidence that are as stringent as those set out in this clause 11.
⦁ The Partner will not use the other party’s Confidential Information for any purpose other than for the bona-fide performance of this Agreement.
⦁ The restrictions contained in this clause 11 do not apply to information which is:
⦁ generally and publicly available otherwise than as a result of a breach of this Agreement by the Partner; or
⦁ already known by the Partner at the time of receiving the Confidential Information.
⦁ In addition, the foregoing restrictions will not be interpreted so as to prevent disclosure of any Confidential Information to the extent that it is required to be disclosed pursuant to a requirement:
⦁ of law; or
⦁ of the listing rules of any stock exchange,
provided that the Partner first notifies the other party and co-operates with the other party in assessing the minimum disclosure requirements.
⦁ The Partner agrees that notwithstanding clause 14(f), if the Partner breaches any of its obligations under clause 11, the Partner consents to the granting of injunctive relief by any court having jurisdiction over the enforcement of this Agreement restraining its breach of this clause and restraining it from disclosing any of the Confidential Information.
⦁ The rights and obligations contained in this clause 11 shall survive the expiry or termination of this Agreement.
⦁ Entire Agreement
⦁ This instrument constitutes with the attached Schedules the complete Agreement between the parties as to the subject matter hereof and supersedes all previous agreements, negotiations, understandings and discussions of the parties.
⦁ Each party hereby acknowledges that it has not entered into this Agreement in reliance upon any representation made by the other party but not embodied herein.
⦁ Each party hereby acknowledges that its signatories to this Agreement have the necessary authority and delegation to execute the Agreement.
⦁ This Agreement may not be modified or altered except as mutually agreed by both parties in writing.
⦁ Force Majeure
Neither party shall be responsible for delays or failures in performance resulting from acts or facts reasonably beyond the control of that party.
If either party is prevented in any way from performing any of its obligations under this Agreement because of matters outside such party’s reasonable control including, without limitation, fire, flood, storm, strike, lockout or other labour trouble, riot, war or hostilities between any nations, rebellion, accident, acts of God, or other similar and dissimilar causes beyond the reasonable control of such party, then the party so prevented from performing shall not be liable for any failure or delay in its performance provided that such party shall give the other party prompt written notice of such failure or delay and the cause therefore and shall use all reasonable means to resume full performance of its obligations as soon as possible.

⦁ General Terms
⦁ Both parties warrant that they have the authority to license the use of Products to Prospects.
⦁ The Partner warrants that no actual or potential conflicts of interest arise by the Partner entering into this Agreement.
⦁ No assignment or transfer of this Agreement or any interest therein shall be made by the Partner without the prior written consent of the other party.
⦁ This Agreement does not become binding until accepted by both parties.
⦁ This Agreement is governed by and construed in accordance with the law of the State of New South Wales, Australia, which shall be courts of competent jurisdiction.
⦁ Any dispute as to the interpretation or construction, execution or performance of, or in any way related to this Agreement should first be resolved amicably by the Parties. If within a reasonable time (not less than 30 days from relevant written notice of dispute) the Parties fail to resolve their differences then the parties agree that the dispute shall be resolved by a single arbitrator in accordance with the guidelines of Australian Chambers of Commerce
⦁ The section headings used herein are inserted only as a matter of convenience and for reference and shall not affect the construction or interpretation of this Agreement.
⦁ If any provision of this Agreement is held to be unenforceable, the other provisions shall nevertheless continue in full force and effect unless it is established that the Agreement would not have been executed without the unenforceable provision.
⦁ Nothing in this Agreement shall create or constitute or be deemed to create or constitute a relationship of partner or employer and employee between the parties to this agreement.
Signed as an agreement.

Signed for and on behalf of Rubik Financial Limited by

who hereby warrants that he/she is duly authorised to sign this Agreement, in the presence of:

         Signature 

Signature of Witness Name
Name of Witness in full

Signed for and on behalf of John Raciti by

who hereby warrants that he/she is duly authorised to sign this Agreement, in the presence of:

         Signature 
        Giovanni (John) Raciti 

Signature of Witness Name
Name of Witness in full

⦁ – General Information

Rubik Key contacts
Name: Dwin Tucker
Office: Sydney, Australia
Email: Dwin.tucker@rubik.com.au
Phone: +61 2 9488 4000
Postal: Po Box 4808, Sydney 2001, NSW, Australia

Partner Key contacts
Name: Giovanni (John) Raciti
Email: johnraciti@yahoo.com
Phone: +61 2 9313 4739
Fax:
Postal: Mascot NSW 2020

⦁ – List of Schedules

Schedule Description Schedule Date Current Version
1 Rubik Products and Services Effective Date Version 1
2 Partner Territory Effective Date Version 1
3 Partner Commission Effective Date Version 1
4 Rubik Resources Effective Date Version 1


⦁ – Rubik Products and Services

The Products that Partner is authorized to market and support are:
Products and Services Minimum Version Numbers
Receivables Management Solution (CWX) CWX Release 8.0 or higher
⦁ Agency Management
⦁ Legal Management
⦁ Management Console
⦁ –Partner Territory
The Territory that Partner can offer Rubik Products and Services is:
Australia
Other Territories may be mutually agreed, in writing, between the parties to this Agreement.

⦁ – Partner Commission
The below Commission is designed to reward Partner for their marketing and sales effort that they invest in selling the nominated Rubik Products. Additionally, where Partner are directly involved on a time and materials basis, the below seeks to acknowledge and compensate for the energy and effort invested.
The below table indicates the commission that Partner will be paid.

Activity Commission % Comments and Intention
Implementation Services 5% ⦁ Implementation Services are on a time and materials basis and are costs that are directly recoverable from the Client.
Licence Fee 10% ⦁ Commission associated to the sale of a Licence Fee in relation to the Product.
⦁ The Commission is directly attributed to the sales and marketing effort invested by Partner.
Maintenance Services 0% ⦁ Maintenance Services are on a time and materials basis and are costs that are directly recoverable from the Client.
Consulting 0% ⦁ On a case by case basis as requested by the Client – to be negotiated between the Partner and the Client – with the Partner providing full disclosure to Rubik.
For the avoidance of doubt, there will be no Commission payable to Partner related to Consulting or Maintenance Services unless Partner directly performs these roles on a Time and Materials basis that is directly paid for by the Client.
Commission will only be paid to the Partner once funds have been received by Rubik.

⦁ – Rubik Resources
Services for the implementation of Rubik products will be provided by Rubik, with assistance from the Partner. The breakdown of the utilisation of Rubik and Partner personnel will be defined for each engagement.
The current Rubik rate card is as follows:

Project cost (per day) Roles Hourly Rate Daily Rate
Level 1 Support Developer, Data Analyst, BA, Trainer $180 $1,350.00
Level 2 Developer, Implementation consultant, DBA, Project Manager CR’s $228 $1,710.00
Level 3 Project Manager / QA Risk Reviewer $300 $2,250.00
Level 4 Technical Team Lead, Project / Program Director, Architect $360 $2,700.00
Level 5 C Level Director, Consulting Partner $467 $3,503.00

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