TERMS & CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context requires otherwise:

"Attributable Sales" means Sales Value in respect of any account, customer, distributor, wholesaler or retailer within a Channel which the Consultant has secured, introduced, led, managed, or materially contributed to at any time during the Term.

"Business Day" means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales.

"Channel" means each sales channel listed in Item 4 of Schedule 1.

"Commencement Date" means the date set out in Item 1 of Schedule 1.

"Commissionable Sales" means, for each Channel and for the relevant period, the Attributable Sales in that Channel.

"Commission Rate" means the percentage set out in Item 7 of Schedule 1.

"Confidential Information" means all non-public commercial, financial, technical, customer, pricing and business information of a party, however recorded, including the terms of this Agreement, the Consultant's pipeline and CRM data, and the Client's customer lists and trading terms.

"Fee Cap" means the amount set out in Item 8 of Schedule 1.

"GST" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

"Instalment Due Date" means each date on which an instalment of the Retainer falls due, determined in accordance with clause 4.2(a) and Item 6 of Schedule 1.

"Invoicing Period" means each calendar month during the Term. The first Invoicing Period runs from the Commencement Date to the end of the calendar month in which the Commencement Date falls.

"Notice Period" means the period set out in Item 9 of Schedule 1.

"Payment Term" means the period set out in Item 10 of Schedule 1, being the period within which the Client must pay a valid invoice. Where Item 10 is not completed, the Payment Term is 7 days from the date of invoice.

"Products" means the products and brands described in Item 3 of Schedule 1, and any new product developed by the Client during the Term to which clause 3.4 applies.

"Retainer" means the amount and frequency set out in Item 6 of Schedule 1.

"Sales Value" means, in respect of a period, the amount calculated on the basis elected in Item 5 of Schedule 1, being either the Gross Basis or the Net Basis as defined in clause 1.2.

"Term" means the term of this Agreement as determined under clause 6.

"Trail Period" means the period set out in Item 11 of Schedule 1.

1.2 Sales Value basis. The parties must elect one of the following bases in Item 5 of Schedule 1:

(a) "Gross Basis" means the total value of the Products invoiced by the Client (or by a distributor or wholesaler on the Client's behalf) to customers within a Channel during the relevant period, excluding GST and excluding freight charged separately, and calculated before deduction of any rebate, discount, trade spend, promotional allowance, listing fee, distributor margin or wholesaler margin.

(b) "Net Basis" means the Gross Basis less only the following amounts, in each case to the extent actually incurred, documented, and evidenced to the Consultant on request:

(i) credits actually issued to customers for returned, damaged or short-dated Products;

(ii) trade spend and promotional allowances actually paid in respect of the Products; and

(iii) volume rebates actually paid in respect of the Products.

(c) For the avoidance of doubt, the Net Basis is not reduced by distributor or wholesaler margin, freight, warehousing, storage, insurance, the Client's cost of goods, or any allocation of the Client's overheads.

(d) If no election is made in Item 5 of Schedule 1, the Gross Basis applies.

1.3 Attribution presumption. All Sales Value generated within a Channel during the Term is presumed to be Attributable Sales, unless the Client notifies the Consultant in writing within 14 days of the end of the relevant month, with supporting evidence, that a specific account was neither secured, introduced, led, managed nor materially contributed to by the Consultant.

1.4 Interpretation: headings are for convenience only; the singular includes the plural; a reference to a party includes its successors and permitted assigns; "includes" is not a word of limitation; a reference to legislation includes any amendment or replacement of it; a reference to a day is to a calendar day unless expressed as a Business Day; and no rule of construction operates to the disadvantage of a party because that party was responsible for preparing this Agreement.

2. NATURE OF ENGAGEMENT

2.1 The Consultant is engaged in a senior leadership, brokerage, advisory, sales and commercial capacity as an independent contractor, and not as an employee, partner, joint venturer or exclusive agent of the Client.

2.2 Nothing in this Agreement authorises the Consultant to enter into any contract on behalf of the Client, incur any liability on behalf of the Client, or bind the Client to any trading terms, without the Client's prior written approval.

2.3 This engagement is non-exclusive. The Consultant may provide services to other clients provided no direct conflict of interest arises.

3. SCOPE OF WORK

3.1 The Consultant will support the development and growth of sales of the Products in Australia across the Channels set out in Item 4 of Schedule 1.

3.2 Support may include, on a channel-by-channel basis:

(a) sales and go-to-market strategy;

(b) channel and account prioritisation;

(d) joint business planning;

(e) key account development and management;

(f) outbound sales and pipeline development; and

(g) pricing strategy and trade terms advice.

3.3 Excluded Channels. Any Excluded Channel listed in Item 12 of Schedule 1 is outside the scope of this Agreement and will be the subject of a separate engagement and fee structure if and when agreed in writing between the parties.

3.4 New products. The scope of this Agreement extends to the commercial launch and channel development of any new product developed by the Client during the Term, where agreed in writing between the parties. Remuneration under clause 4 applies equally to Sales Value generated from new product lines.

4. REMUNERATION

4.1 Remuneration. For each Invoicing Period, the Consultant is entitled to the greater of:

(a) the Retainer set out in Item 6 of Schedule 1, being the aggregate of all instalments falling due in that Invoicing Period; or

(b) the Commission Rate applied to Commissionable Sales for that Invoicing Period.

4.2 Retainer — invoicing and payment.

(a) The Retainer is payable in fortnightly instalments. The first Instalment Due Date falls 14 days after the Commencement Date, and each subsequent Instalment Due Date falls at 14-day intervals thereafter.

(b) The Consultant will issue invoices on the first Business Day of each calendar month, covering every instalment falling due in that month.

(c) In respect of the first Invoicing Period, the Consultant will issue an invoice as soon as practicable after the Commencement Date covering any instalment falling due before the first Business Day of the following calendar month.

(d) Each instalment is payable in full on its Instalment Due Date, without deduction or set-off. Clause 5.1 does not apply to Retainer invoices.

4.3 Commission — calculation and payment.

(a) Within 10 Business Days of the end of each Invoicing Period, the Consultant will calculate Commissionable Sales and the commission payable for that period.

(b) The Retainer invoiced in respect of that Invoicing Period is credited against the commission. Where commission exceeds the Retainer, the Consultant will invoice the difference.

(c) Where commission is equal to or less than the Retainer, no further amount is payable, and the Retainer is not refundable, creditable, or able to be carried forward.

(d) No shortfall between commission and the Retainer in any Invoicing Period may be set off or carried forward against commission payable in any other Invoicing Period.

(e) Commission invoices are payable within the Payment Term. Payment is not conditional on the Client having received payment from any customer.

4.4 No ratchet. The "greater of" calculation in clause 4.1 is applied afresh in each Invoicing Period. The Retainer operates as a permanent floor for the duration of the Term and the Consultant does not lose the benefit of it in any period in which commission would be lower.

4.5 Fee cap. Commission payable to the Consultant in respect of each Channel is capped at the Fee Cap per annum, exclusive of GST. The cap is applied separately to each Channel and no combined, aggregate or whole-of-agreement cap applies across Channels. The Retainer is payable in addition to, and is not counted against, the Fee Cap.

4.6 GST. All amounts payable under this Agreement are exclusive of GST. The Client must pay, in addition, GST on any taxable supply made by the Consultant, on receipt of a valid tax invoice.

5. INVOICING, SALES DATA AND PAYMENT

5.1 Payment term. Subject to clause 4.2(d) and clause 4.3(e), the Client must pay each valid tax invoice in full, without set-off or deduction, within the Payment Term from the date of invoice.

5.2 Sales data. The Client must provide the Consultant with a sales report showing Sales Value by Channel and by account for each calendar month, within 5 Business Days of the end of that month, together with any supporting deduction evidence required under clause 1.2(b).

5.3 Estimation. If the Client fails to provide a sales report within the period in clause 5.2, the Consultant may issue an invoice based on a reasonable estimate of Sales Value derived from the most recent data available to it. That invoice is payable in accordance with clause 5.1, and will be reconciled against actual figures in the following Invoicing Period once the Client provides the report.

5.4 Audit. On not less than 10 Business Days' written notice, and no more than twice in any 12-month period, the Consultant may require the Client to provide reasonable documentary substantiation of Sales Value and of any deduction claimed under clause 1.2(b).

5.5 Late payment.

(a) Interest accrues daily on any overdue amount at a rate of 4% per annum, from the due date until payment in full.

(b) Clause 5.5(a) does not apply to any amount that is paid under a direct debit or other automatic payment authority given by the Client to the Consultant and honoured on the due date. If a direct debit is dishonoured, cancelled or fails for any reason, clause 5.5(a) applies to that amount from its original due date, and the Client is liable for any dishonour fee incurred by the Consultant.

5.6 Suspension. If any invoice remains unpaid for more than 14 days after its due date, the Consultant may, on 5 Business Days' written notice, suspend performance of all or part of the services until payment is made in full. Suspension does not relieve the Client of its obligation to pay the Retainer or accrued commission in respect of the suspension period, and does not constitute a breach by the Consultant.

5.7 Recovery costs. The Client is liable for the Consultant's reasonable costs of recovering any overdue amount, including debt recovery agency fees and legal costs on a solicitor-and-own-client basis.

6. TERM

6.1 This Agreement commences on the Commencement Date and continues for the Initial Term set out in Item 2 of Schedule 1, unless terminated earlier in accordance with clause 8.

6.2 At the end of the Initial Term, this Agreement continues on a month-to-month basis on the same terms, terminable by either party on the Notice Period, unless either party gives written notice of non-renewal at least 30 days before the end of the Initial Term, or the parties agree a new term in writing.

6.3 A performance and scope review will be conducted at the mid-point of the Initial Term as stated in Item 2 of Schedule 1. For clarity, this review does not of itself create a right to terminate.

7. EXPENSES

7.1 The Client will reimburse the Consultant for reasonable business development travel, trade show and event costs, subject to the Client's prior written approval and to any budget agreed between the parties.

7.2 Approved expenses will be invoiced at cost, without mark-up, supported by receipts, and are payable within the Payment Term.

8. TERMINATION

8.1 Probation Period. Within the first 90 days from the Commencement Date (the "Probation Period"), either party may terminate this Agreement by giving 30 days' written notice. No early termination fee applies. Clause 9 applies to a termination under this clause only in respect of accounts that the Consultant secured or introduced during the Probation Period.

8.2 Termination on notice. After the Probation Period, either party may terminate this Agreement by giving written notice of not less than the Notice Period.

8.3 Material breach. Either party may terminate this Agreement immediately by written notice if the other party commits a material breach and fails to remedy that breach within 20 Business Days of written notice specifying it. Non-payment of an undisputed invoice is a material breach.

8.4 Insolvency. Either party may terminate this Agreement immediately by written notice if the other party becomes insolvent, has a controller, administrator or liquidator appointed, enters into an arrangement with its creditors, or ceases to carry on business.

8.5 On termination or expiry for any reason:

(a) all outstanding invoices become immediately due and payable;

(b) all Retainer instalments and commission accrued up to the termination date remain payable by the Client;

(d) each party must return or destroy the other's Confidential Information on request, except to the extent it is required to be retained by law or by that party's record-keeping, insurance or audit obligations.

9. TRAIL COMMISSION

9.1 For the Trail Period following termination or expiry of this Agreement for any reason, the Consultant remains entitled to commission at the Commission Rate on Commissionable Sales generated from any account, Channel or distributor that the Consultant secured, introduced, led, managed or materially contributed to during the Term.

9.2 Trail commission is invoiced monthly in arrears for the duration of the Trail Period and is payable within the Payment Term. It is calculated on the same basis as clause 4.1(b), whether or not the Retainer was in effect at the time of termination.

9.3 The Trail Period applies regardless of which party initiates termination and regardless of the reason for termination, except where the Consultant's engagement is terminated by the Client under clause 8.3 for the Consultant's material breach, and subject to clause 8.1 in the case of a termination during the Probation Period.

9.4 Clause 5.2 (sales data) continues to apply during the Trail Period.

10. CLIENT OBLIGATIONS

10.1 The Client must:

(a) provide the Consultant with accurate and timely product, pricing, stock availability and trading terms information;

(b) ensure the Products comply with all applicable Australian laws and standards, including the Food Standards Australia New Zealand Food Standards Code, labelling, country of origin and health claim requirements;

(d) respond to requests for approval of pricing, trading terms or customer proposals within 5 Business Days; and

(e) not knowingly circumvent the Consultant in respect of any account within a Channel for the purpose of avoiding commission.

10.2 The Consultant is not liable for any failure to achieve a sales outcome to the extent caused by the Client's failure to comply with clause 10.1.

11. INTELLECTUAL PROPERTY

11.1 The Client retains all intellectual property rights in the Products, the Client's brands, trade marks, artwork and product information. The Consultant may use them only as reasonably required to perform the services.

11.2 The Consultant retains all intellectual property rights in its own methodologies, frameworks, templates, models, tools and CRM systems, including any improvement to them made during the Term.

11.3 On full payment of all amounts due, the Client owns the client-specific deliverables prepared by the Consultant exclusively for the Client under this Agreement, excluding anything described in clause 11.2, in respect of which the Consultant grants the Client a perpetual, non-exclusive, royalty-free licence to use for its internal business purposes.

12. CONFIDENTIALITY

12.1 Each party must keep the other party's Confidential Information confidential and must not use it except for the purposes of this Agreement.

12.2 Neither party may disclose the other's Confidential Information to a third party without prior written consent, except to its officers, employees, contractors and professional advisers who need to know it and who are bound by equivalent obligations.

12.3 The obligations in this clause do not apply to information that is public through no breach of this Agreement, was lawfully known to the recipient before disclosure, or is required to be disclosed by law or a regulator.

13. LIABILITY AND INDEMNITY

13.1 Cap. To the maximum extent permitted by law, the Consultant's total aggregate liability to the Client arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees actually paid by the Client to the Consultant in the 6 months immediately preceding the event giving rise to the liability.

13.2 Consequential loss. Neither party is liable to the other for any loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill, or any indirect or consequential loss, however arising. Nothing in this clause limits or excludes the Client's obligation to pay the Retainer, commission, trail commission, expenses, interest or recovery costs under this Agreement.

13.3 Client indemnity. The Client indemnifies the Consultant against all loss, damage, liability, claim and reasonable cost (including legal costs) suffered or incurred by the Consultant arising out of or in connection with:

(a) any defect in, or contamination, adulteration, recall or withdrawal of, the Products;

(b) any personal injury, illness or property damage caused by the Products;

(c) any non-compliance of the Products or their labelling, packaging, marketing claims or country-of-origin statements with applicable law;

(d) any claim that the Products or the Client's brands infringe a third party's intellectual property rights; and

(e) any failure by the Client to supply, or to honour trading terms agreed with, a customer introduced by the Consultant.

13.4 The indemnity in clause 13.3 does not apply to the extent the loss is caused by the Consultant's own fraud, wilful misconduct or negligence.

13.5 No guarantee of outcome. The Consultant gives no warranty or guarantee as to any particular sales volume, listing, revenue or commercial outcome. Nothing in this clause limits any right the Client has under the Australian Consumer Law that cannot lawfully be excluded.

14. INSURANCE

14.1 The Client must maintain, for the Term and for 12 months afterwards, product liability and public liability insurance for an amount that is reasonable having regard to the Products and the Channels, and in any event not less than the minimum cover required by any customer, distributor or wholesaler within a Channel, and must provide a certificate of currency within 10 Business Days of a written request.

14.2 The Consultant must maintain public liability and professional indemnity insurance appropriate to the services, and must provide a certificate of currency on written request.

15. DISPUTE RESOLUTION

15.1 If a dispute arises, the parties must first meet (in person or by video) within 10 Business Days of written notice of the dispute and attempt in good faith to resolve it at principal level.

15.2 If the dispute is not resolved within 20 Business Days of that notice, either party may refer it to mediation administered by the Australian Disputes Centre, with costs shared equally.

15.3 Nothing in this clause prevents a party from seeking urgent injunctive relief, or from commencing proceedings to recover an undisputed debt.

16. NOTICES

16.1 A notice under this Agreement must be in writing and sent to the address or email address for that party set out in Item 13 of Schedule 1, or to any replacement notified in writing.

16.2 A notice is taken to be received: if delivered by hand, on delivery; if sent by post, on the third Business Day after posting; and if sent by email, at the time of transmission, unless the sender receives an automated notice of non-delivery.

17. FORCE MAJEURE

17.1 Neither party is liable for a failure or delay in performing its obligations (other than an obligation to pay money) caused by an event beyond its reasonable control, provided it notifies the other party promptly and uses reasonable endeavours to mitigate. If the event continues for more than 60 days, either party may terminate on 14 days' written notice.

18. GENERAL

18.1 Assignment. Neither party may assign or novate this Agreement without the other's prior written consent, except that the Consultant may assign to a related body corporate on written notice, and either party may assign to a purchaser of substantially the whole of its business on written notice.

18.2 Subcontracting. The Consultant may use its own personnel and subcontractors to perform the services, and remains responsible for their performance.

18.3 Variation. A variation of this Agreement is effective only if it is in writing and signed by both parties.

18.4 Entire agreement. This Agreement (including its schedules) is the entire agreement between the parties about its subject matter and supersedes all prior proposals, representations and understandings.

18.5 Severance. If any provision is void, unenforceable or illegal, it is severed and the remainder of this Agreement continues in force. Where a provision can be read down so as to be enforceable, it must be read down rather than severed.

18.6 Waiver. A failure or delay in exercising a right is not a waiver of that right.

18.7 Counterparts and electronic execution. This Agreement may be executed in counterparts and by electronic signature, each of which is an original and together constitute one agreement.

18.8 Survival. Clauses 5, 8.5, 9, 11, 12, 13, 14, 15, 16, 19 and 20 survive termination or expiry.

18.9 No partnership. Nothing in this Agreement creates a partnership, joint venture, employment or fiduciary relationship between the parties.

18.10 Negotiation and advice. The Client acknowledges that it was given a genuine opportunity to review and negotiate the terms of this Agreement, including each item in Schedule 1, and to obtain independent legal advice before signing, and that the commercial terms in Schedule 1 reflect that negotiation.

19. GOVERNING LAW AND JURISDICTION

19.1 This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and courts hearing appeals from them.

20. TRUSTEE PROVISIONS

20.1 This clause applies only where the Client is identified on the cover page as contracting as trustee of a trust (the "Trust").

20.2 The Client enters into this Agreement both in its personal capacity and in its capacity as trustee of the Trust, and is liable for its obligations in both capacities.

20.3 The Client warrants that:

(a) it is the sole and validly appointed trustee of the Trust and no action has been taken to remove or replace it;

(b) it has full power and authority under the trust deed to enter into and perform this Agreement;

(d) it has a full right of indemnity out of the assets of the Trust in respect of its obligations under this Agreement, and that right has not been released, limited or lost.

20.4 The Client must not do anything that would result in the loss or reduction of its right of indemnity out of the assets of the Trust, and must not resign or be removed as trustee without first procuring that the incoming trustee assumes its obligations under this Agreement in writing.

20.5 Where this clause applies, the Consultant may require a personal guarantee from a director of the Client, in a form acceptable to the Consultant, as a condition of this Agreement.

FIGURE 8 VENTURES