Sub-agent Deed
This Deed is made on the date that it is accepted on the Website.

Parties
1. The Move Projects Pty Ltd ABN 30 608 724 269 of Level 1, 245 City Road, Southbank VIC 3006 ("The Move")
2. The party identified as the Sub-agent at the time that this Deed is accepted through the Website ("Sub-agent").

Background
A. THE MOVE carries on the business of marketing and selling real estate and related products as an agent for Vendors and Builders.
B. Under the Agency Agreement, THE MOVE has been appointed by the Vendor as its agent to advertise, market, promote and sell the THE MOVE Product.
C. THE MOVE wishes to appoint the Sub-Agent as an agent authorised by THE MOVE to act as an agent in the sale of the Property in conjunction with THE MOVE on the terms and conditions of this deed.

Operative Provisions
1. Definitions and Interpretation
1.1 Definitions
In this Deed:
Additional Terms and Conditions means the terms and conditions identified as such from time to time on a Project Terms Sheet.
Agency Agreement means the agreement by which THE MOVE is appointed by a Vendor or Builder to advertise, market, promote or sell the THE MOVE Product.
Associated Person has the same meaning given to that term in the Duties Act 2000 (Vic), adopting the meaning of any other terms defined in that Act.
Bankable Sale Contract means a Sale Contract in respect of which the Referred Client has paid any deposit payable and all conditions precedent (such as a condition making the sale and purchase subject to the purchaser receiving finance approval, or similar) have been satisfied or waived.
Business Day means a day which is not a Saturday, Sunday, public holiday or bank holiday in the State of Victoria.
Build Contract means an agreement for the construction of a building.
Builder means the builder under a Build Contract.
Commission means any fee or commission payable to THE MOVE by a Vendor or Builder under the Agency Agreement.
Confidential Information means the following information, regardless of its form or whether either party becomes aware of it before or after the date of this Deed:
(a) all confidential information being information which is not generally disclosed to the public, (including without limitation, trade secrets, network, communications and technology information, confidential know how and customer information) relating to the business or clients of THE MOVE or any Associated Person of THE MOVE;
(b) all information, specifications, documentations, software listings and source or object code which THE MOVE may have imparted or does impart to the Sub-agent relating to the business or clients of THE MOVE;
(c) contact details of the Vendor or Builder;
(d) the contents of this Deed and any variation to it;
(e) the Website and any information contained on or accessible via the Website; and
(f) all other confidential information and know-how of which the Sub-agent becomes aware of or generates under this Deed.
Event of Default means any one or more of the following events or circumstances in relation to a party:
(a) the party fails to pay any amount that is due and payable by it under this deed when it is due;
(b) the party fails to comply with any of its obligations under this deed (other than a failure referred to elsewhere in this definition);
(c) any representation, warranty or statement made or repeated by the party in or in connection with this deed is untrue or misleading in any material respect (including by omission) when so made or repeated;
(d) an Insolvency Event occurs in relation to the party;
(e) the party ceases for any reason to be able to lawfully carry out all the transactions which this deed contemplates may be carried out by it;
(f) a material provision of this deed that purports to impose an obligation on the party is or becomes void, voidable, illegal or unenforceable or of limited force (other than because of equitable principles or laws affecting creditor's rights generally); and
(g) a notice of deregistration of the party under section 601AA(5) or 601AB(5) of the Corporations Act is given to or in respect of a party.
Final Fee means the fee specified on the Website for the THE MOVE Product (as amended or updated by THE MOVE from time to time).
Final Fee Conditions means the conditions specified on the Website for the THE MOVE Product (as amended or updated by THE MOVE from time to time).
GST means the same as in the GST Law and any applicable additional tax, penalty tax, fine, interest or other charge.
GST Law has the same meaning as that expression has in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and includes other GST related legislation.
Insolvency Event means, for a person:
(a) being deemed or declared to be bankrupt or insolvent or committing an act of bankruptcy;
(b) being in liquidation or provisional liquidation or under administration;
(c) having a Controller or analogous person appointed to it or any of its property;
(d) being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, being unable to pay its debts or otherwise insolvent;
(e) taking any step that is reasonably likely to result in the person becoming a bankrupt or an insolvent under administration (as defined in section 9 of the Corporations Act);
(f) entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors; or
(g) any analogous event under the laws of any jurisdiction,
unless this takes place as part of a solvent reconstruction, amalgamation, merger or consolidation that has been approved by the other party (which approval is not to be unreasonably withheld).
Licensed Estate Agent has the meaning given to that term by the Act;
Purchaser means a person who executes a Sale Contract or Build Contract to purchase a THE MOVE Product;
Prospective Purchaser means a person interested in purchasing a THE MOVE Product.
Project Terms Sheet means, in respect of each THE MOVE Product, the document titled as such which is accessible on the Website and which sets out information applicable to that THE MOVE Product, including without limitation, the Upfront Fee, the Final Fee, the Upfront Fee Conditions, the Final Fee Conditions and any Additional Terms and Conditions.
Real Estate has the meaning given by the Estate Agents Act 1980 (Vic).
Referred Purchaser means a Prospective Purchaser who enters into a Sale Contract or a Build Contract in circumstances where the Sub-Agent is the effective cause of that person entering into that contract.
Reservation Requirements means the requirements specified from time to time by THE MOVE forthe purposes of a Sub-Agent reserving a property. As at the date of this Deed, the Sub-Agent may reserve a property by clicking ‘Sell this Property’ under the relevant listing on the Website and complete all information required on the Website. This will include submitting to THE MOVE a document (in a form specified from time to time by THE MOVE) duly completed by the Prospective Purchaser which authorises the processing of a holding deposit in respect of the reservation.
Sale Contract means the agreement for the sale and purchase of Real Estate.
Schedule means the schedule to this document.
Special Conditions means the special conditions to this document set out in the Schedule.
Term means, in respect of each THE MOVE Product, the period commencing on the date that the THE MOVE Product is listed as being available for sale on the Website and expiring on the earliest of:
(a) the termination of this Deed by either party;
(b) the expiration of the term of THE MOVE’s appointment under the relevant Agency Agreement or the termination of that Agency Agreement;
(c) the date that the THE MOVE Product is no longer listed as being available for sale on the Website;
(d) the date that the Sub-agent ceases to have access to the Website or to information on the Website concerning the THE MOVE Product.
THE MOVE Product means the Real Estate, Build Contract or other product or service that THE MOVE has been engaged to market and sell (or offer for sale) and which is listed on the Website as being available for sale and includes any other product or service that THE MOVE and the Sub-agent agree in writing is a product or service to which this agreement applies.
Upfront Fee means the fee (if any) specified on the Website in respect of the THE MOVE Product (as amended or updated by THE MOVE from time to time).
Upfront Fee Conditions means the conditions specified on the Website for the THE MOVE Product (as amended or updated by THE MOVE from time to time).
Vendor means the owner, seller or provider of Real Estate.
Website means the website accessible at ‘app.propertyshell.com’, or any other location specified from time to time by THE MOVE.
Website Terms and Conditions means the terms and conditions for use of the Website that are from time to time published on the Website (and are applicable as varied or updated from time to time).

1.2 Interpretation
In this Deed, unless the context requires otherwise:
(a) the singular includes the plural and vice versa;
(b) a gender includes the other genders;
(c) the headings are used for convenience only and do not affect the interpretation of this Deed;
(d) other grammatical forms of defined words or expressions have corresponding meanings;
(e) a reference to a document includes the document as modified from time to time and any document replacing it;
(f) if something is to be done on a day which is not a Business Day then it must be done on the next Business Day;
(g) the word "person" includes a natural person and any body or entity whether incorporated or not;
(h) the word "month" means calendar month and the word "year" means 12 months;
(i) the words "in writing" include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;
(j) a reference to a thing includes a part of that thing;
(k) a reference to all or any part of a statute, rule, regulation or ordinance (“statute”) includes that statute as amended, consolidated, re-enacted or replaced from time to time;
(l) wherever "include" or any form of that word is used, it must be construed as if it were followed by "(without being limited to)";
(m) money amounts are stated in Australian currency unless otherwise specified;
(n) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (“defunct body”), means the agency or body which performs most closely the functions of the defunct body;
(o) the Additional Terms and Conditions bind the parties and if inconsistent with any other provision of this document, including the Special Conditions, override them.
(p) the Special Conditions bind the parties and if inconsistent with any other provisions of this document, override them.
(q) if a word or phrase is defined, its other grammatical forms have a corresponding meaning.

2. Website and Appointment
2.1 Website Access
THE MOVE may (in its absolute discretion) from time to time provide the Sub-agent with access to the Website. The Sub-agent acknowledges that THE MOVE is under no obligation to give the Sub-agent access to the Website and that THE MOVE may at any time and for any reason remove the Sub-agent’s access to the Website or to any part of the Website or to some or all of the information contained on it.
2.2 Website updates, amendments and corrections
THE MOVE may from time to time amend, update and change the information contained on the Website. Without limitation, THE MOVE may correct any information on the Website that, in THE MOVE’s reasonable opinion, is incorrect. Changes to the Website are effective from the time that they are specified to be effective and if no time is specified they are effective when they are made.
2.3 THE MOVE Products
This agreement applies separately in respect of each THE MOVE Product that is listed from time to time on the Website.
2.4 Appointment
THE MOVE appoints the Sub-Agent as its non-exclusive agent authorised by THE MOVE to promote the sale of the THE MOVE Product for the Term, subject to the provisions of this deed.
2.5 General Obligations of the Sub-Agent
The Sub-Agent, in addition to all of its other obligations expressed in this deed, must:
2.5.1 promote the sale of the THE MOVE Product;
2.5.2 use its best endeavours to procure a purchaser for the THE MOVE Product;
2.5.3 conduct all negotiations and communications with the Vendor or Builder through THE MOVE unless otherwise approved by THE MOVE in writing;
2.5.4 not deal or communicate directly with the Vendor or Builder unless otherwise approved by THE MOVE in writing;
2.5.5 act in good faith towards Prospective Purchasers, the Vendor, the Builder and THE MOVE;
2.5.6 promote and protect the interests of the Vendor, the Builder and THE MOVE;
2.5.7 in its dealings with customers and other third persons in relation to the THE MOVE Product, disclose the fact that it is acting as sub-agent of THE MOVE;
2.5.8 at all times maintain professional indemnity insurance (for at least $1 million) and provide a copy of the relevant policy documents to THE MOVE if requested to do so;
2.5.9 at all times remain licensed according to the requirements of the Act;
2.5.10 comply with all applicable laws, ordinances, regulations and requirements of any commonwealth, state, local or other Government Agency;
2.5.11 make sure that the Sub-Agent, and each person engaged by the Sub-Agent or any of its permitted sub-contractors for the purposes of this deed, is fully qualified, licensed, skilled and experienced in his or her profession and trade for the purposes of the tasks he or she is to perform and acts in a fit and proper manner at all times; and
2.5.12 comply with the Website Terms and Conditions.
2.6 Sub-Agent must not advertise property for sale
2.6.1 Subject to clause 2.6.2, the Sub-Agent must not advertise a THE MOVE Product (or cause an advertisement in respect of a THE MOVE Product to be published) in any way including advertising through television, internet, radio, newspaper, advertising signs or other media, or through distribution of brochures.
2.6.2 The Sub-Agent may advertise a THE MOVE Product:
(a) by direct mail out (including by electronic mail) to a database of Prospective Purchasers that are the Sub-Agent's clients or contacts; or
(b) on a website controlled by the Sub-Agent provided that access to the website and any information relating to the THE MOVE Product or the Vendor or Builder is limited by registration and password to Prospective Purchasers that are clients or contacts of the Sub-Agent and the Sub-Agent holds the full name, address and contact phone number of that client or contact.
2.7 Property Reservation (Sale Contracts)
2.7.1 This clause 2.7 applies where the THE MOVE Product is a Sale Contract (or Real Estate to be sold by a Sale Contract).
2.7.2 A Prospective Purchaser may, through the Sub-Agent, request that a property be reserved for sale to that Prospective Purchaser by completing the Reservation Requirements..
2.7.3 A property will cease being reserved (and will then be available for sale by others) if the property has been reserved by completion of the Reservation Requirements, but the holding deposit is not or ceases to be held in a manner that is satisfactory to THE MOVE (acting reasonably) or the Vendor.
2.7.4 THE MOVE or the Vendor may at any time and in their discretion remove a property reservation and make that property available for sale.
2.8 Accuracy of Information
2.8.1 The Sub-Agent must make sure that any information that it gives to (whether in writing or orally) any person in respect of a THE MOVE Product is current, accurate in all respects, fully discloses all relevant information and is not, or is not likely to be, misleading, deceptive or false or contain any false or misleading representations.
2.8.2 The Sub-Agent acknowledges that THE MOVE does not warrant the accuracy or completeness of any information contained on the Website and must liaise with THE MOVE to confirm which THE MOVE Products are or are not available for sale from time to time.

3. Fee Structure
3.1 Payment of Upfront Fee and Final Fee
3.1.1 THE MOVE will pay the Upfront Fee to the Sub-agent within 14 days of the date that all of the Upfront Fee Conditions are satisfied (unless otherwise specified on the Website from time to time).
3.1.2 THE MOVE will pay the Final Fee to the Sub-agent within 14 days of the date that all of the Final Fee Conditions are satisfied (unless otherwise specified on the Website from time to time).
3.1.3 THE MOVE expects to receive the commission payable by the Vendor/Builder to THE MOVE in respect of the Upfront Fee Conditions and the Final Fee Conditions on the date or dates set out on the Website in respect of that THE MOVE Product (as amended or updated by THE MOVE from time to time). The Sub-agent acknowledges that THE MOVE neither warrants nor guarantees that it will receive its commission on that date or on those terms.
3.1.4 The Upfront Fee and the Final Fee are only payable if the Upfront Fee Conditions and the Final Fee Conditions are satisfied during the Term and if the Sub-agent has not breached its obligations set out in this document.
3.2 Substituted Purchasers
3.2.1 In this clause:
(a) Original Purchaser means a Referred Client who enters into a Sale Contract;
(b) Substituted Purchaser means any person other than the Original Purchaser that purchases the THE MOVE Product or to whom the THE MOVE Product is transferred (whether by way of nomination, assignment or otherwise).
3.2.2 The Sub-agent acknowledges and agrees that if:
(a) A property or a Sale Contract is or is to be transferred to a Substituted Purchaser; and
(b) THE MOVE is or may be required to pay a fee, benefit or commission to another person (including to another associate of THE MOVE’s) in connection with that transfer,
then the Sub-agent is not entitled to the Final Fee or any other amount in respect of the Property, the Original Purchaser, the Substituted Purchaser or settlement taking place.
3.3 Compliance with laws
The Sub-agent must comply with all applicable Laws in connection with anything that it does under or in respect of this Deed.
3.4 Sub-Agent to be licensed
THE MOVE is not required to pay the Upfront Fee or the Final Fee to the Sub-Agent if at the time that either amount is payable the Sub-Agent is not a Licensed Estate Agent.
3.5 Fee retention
3.5.1 If the Sub-agent is paid a fee by THE MOVE in respect of a Referred Client and THE MOVE is required to repay to a Vendor or Builder any part of the fee that the Vendor or Builder paid to THE MOVE in respect of that Referred Client, then the Sub-agent must, within 14 days of receiving written notice from THE MOVE, pay to THE MOVE an amount equal to the fee that it received in respect of that Referred Client.
3.5.2 If the Sub-Agent does not comply with its obligations under this document, THE MOVE may reduce the Upfront Fee and the Final Fee by an amount that THE MOVE considers is reasonable having regard to the nature of the breach and the cost, loss or inconvenience that it has caused to THE MOVE, a Vendor, a Builder and a Referred Purchaser.

4. The Sub-agent's Obligations
4.1.1 The Sub-agent must:
(a) where applicable, conduct its business at all times in accordance with all applicable laws;
(b) comply with all reasonable directions of THE MOVE in relation to the subject matter of this Deed;
(c) not represent or hold itself out as an agent, servant, partner, representative, joint venturer or employee of THE MOVE and has no authority to bind or enter into any agreements or otherwise incur any liabilities or obligations on behalf of THE MOVE;
(d) act in an ethical, honest and proper manner;
(e) at all times maintain professional indemnity insurance (for at least $1 million) and provide a copy of the relevant policy documents to THE MOVE if requested to do so; and
(f) comply with the Website Terms and Conditions.
4.1.2 The Sub-agent acknowledges that everything it does (including complying with its obligations) under or in respect of this Deed it does for itself and not for THE MOVE. Nothing in this Deed may be construed as creating a relationship of employee and employer, partnership, of principal and agent or of trustee and beneficiary.
4.1.3 The obligations in this clause 4 survive the termination of this Deed.

5. Sale Contract
5.1 Sub-Agent to notify THE MOVE of any errors, omissions etc
The Sub-Agent must promptly notify THE MOVE of any errors, omissions or concerns that it has in respect of a Sale Contract or a Build Contract.
5.2 Exchange of Sale Contracts
5.3.1 The Sub-Agent must:
(a) do everything that is necessary or desirable to arrange for a Sale Contract to be signed by a prospective purchaser within 7 days of THE MOVE delivering that contract to the Sub-Agent, the Prospective Purchaser or its legal representative;
(b) keep THE MOVE fully informed of all aspects of the signing by a Prospective Purchaser of a Sale Contract, including any queries or amendments that a prospective purchaser or its representative requires be made to that agreement; and
(c) make sure that any Sale Contract signed by a Purchaser is delivered to THE MOVE within 2 days of it being signed.
5.3.2 Without limiting clause 5.2.1, the Sub-Agent acknowledges that if a Sale Contract is not signed by a Prospective Purchaser within 7 days of THE MOVE delivering that contract to the Sub-Agent, the Prospective Purchaser or its legal representative (unless THE MOVE waives that requirement in writing where a purchaser's legal representative is negotiating the terms of the contract with the Vendor).:
(a) any holding deposit will be refunded to a Prospective Purchaser; and
(b) the relevant property will be made available for sale and no longer reserved.
5.3 Administration of Sale Contracts
5.5.1 The Sub-Agent must at all times act professionally and expeditiously in its dealings with purchasers including attending any defect inspections of a property with a Referred Purchaser and completing any documents or forms that THE MOVE reasonably requires the Sub-Agent to complete or assist a Referred Purchaser to complete in connection with a property.
5.5.2 The Sub-Agent must do everything necessary or desirable to facilitate the prompt settlement of each Bankable Sale Contract and must, without limitation:
(a) comply with either one of the following in respect of each Referred Purchaser:
(i) provide the Referred Purchaser (and give to THE MOVE evidence that it has done so) with construction updates, which construction updates must be either in the form supplied to the Sub-Agent by THE MOVE or modified only to remove any THE MOVE branding and to replace it with the Sub-Agent's branding (provided that doing so does not affect or detract from the information that the update communicates to the Purchaser); or
(ii) give THE MOVE complete and up to date contact details (including email address) of the Referred Purchaser, together with an express request that THE MOVE provide construction updates directly to that Referred Purchaser;
(b) communicate to Referred Purchasers any information that THE MOVE and/or the Vendor requests that the Sub-Agent communicate;
(c) obtain from Referred Purchasers any information that THE MOVE and/or the Vendor request from or about a Referred Purchaser;
(d) book in final inspections for Referred Purchasers as directed by THE MOVE;
(e) attend final inspections with Referred Purchasers;
(f) comply with any final inspection protocol issued by THE MOVE;
(g) keep Referred Purchasers and THE MOVE up to date with respect to the status of the settlement of a Bankable Sale Contract;
(h) promptly notify THE MOVE of any matter or circumstance within the Sub-Agent's knowledge that has resulted in or may result in settlement of a Bankable Sale Contract not proceeding or being delayed; and
(i) promptly notify THE MOVE when settlement of a Bankable Sale Contract has taken place.
5.4 Deposits
The Sub-Agent must make sure that a Sale Contract or Build Contract made with a Referred Client provides that any deposit payable must be held as directed by THE MOVE from time to time and if THE MOVE has not given a direction in respect of a Sale Contract, then the deposit must be held on behalf of the Vendor and the Referred Purchaser by THE MOVE in accordance with any relevant laws relating to the payment, retention and release of deposit money of the state or territory in which the property is located.

6. Representations and Warranties
6.1 Sub-agent's Representations and Warranties
The Sub-agent represents and warrants to THE MOVE that:
6.1.1 all corporate authorisations and approvals necessary to enable the Sub-agent to enter into this Deed have been obtained and remain in full force and effect;
6.1.2 all governmental authorisations, approvals and licences, including but not limited to any licence required for carrying on the business of the Sub-agent, which are necessary for the Sub-agent to legally carry on the business of the Sub-agent, are in full force and effect; and
6.1.3 it is not required to be licensed under the Estate Agents Act 1980, or, if that Act requires the Sub-agent to be licensed, that it is so licensed.
6.2 Survival of clause
The representations and warranties in this clause survive the termination of this Deed and, until termination of this Deed, are taken as repeated on each anniversary of the date on which this Deed is made.

7. Indemnity
The Sub-agent indemnifies and must keep THE MOVE indemnified against all demands, losses, damages, costs and penalties for which THE MOVE may become liable in connection with:
7.1.1 any breach by the Sub-agent or its agents or employees of a warranty or other provision of this Deed;
7.1.2 any representation or warranty made by the Sub-agent or its agents or employees to a client of the Sub-agent including a Referred Client;
7.1.3 any failure by the Sub-agent or its agents or employees to comply with any relevant laws; or
7.1.4 any failure by the Sub-agent or its agents or employees to perform all obligations under this Deed in a sound and commercially reasonable manner and act with due care and diligence.

8. Confidential Information, Privacy and Communications
8.1 Obligations of confidentiality
The Sub-agent acknowledges that Confidential Information disclosed to it by THE MOVE is proprietary, confidential or a trade secret. Subject to clause 8.2, the Sub-agent must:
8.1.1 keep the Confidential Information confidential and not directly or indirectly disclose, divulge or communicate any Confidential Information to, or otherwise place any Confidential Information at the disposal of, any other person without the prior written approval of THE MOVE;
8.1.2 take all reasonable steps to secure and keep secure all Confidential Information coming into its possession or control; and
8.1.3 not memorise, use, modify, reverse engineer or make copies, notes or records of the Confidential Information for any purpose other than in connection with the performance of its obligations under this Deed.
8.2 Permitted Use
Clause 8.1 does not prevent the Sub-agent from communicating Confidential Information as required by law or as necessary to establish any right pursuant to this Deed and then only if the Sub-agent gives reasonable prior notice to THE MOVE of its intention to disclose the Confidential Information and the extent of the disclosure, to afford THE MOVE an opportunity to prevent the disclosure of any Confidential Information.
8.3 On Termination
Immediately on termination of this deed for any reason whatsoever, the Sub-agent must cease use of the Confidential Information and must within 14 days of receiving THE MOVE's request to do so, either:
8.3.1 deliver to THE MOVE all documents and things in its possession or control containing or constituting such Confidential Information; or
8.3.2 destroy, and certify to THE MOVE that it has destroyed, the documents and things referred to in clause 8.3.1.
8.4 Privacy and communications
Unless the Sub-agent specifies otherwise on the Website, the Sub-agent consents to:
8.4.1 THE MOVE from time to time providing the Sub-agent’s contact details to persons that provide any one or more of the following products and services: finance broking, financial planning, accounting, quantity surveying, rental and property management, building inspection, legal and conveyancing.
8.4.2 Receiving from THE MOVE communications that THE MOVE considers may be of interest to the Sub-agent, including the following:
 THE MOVE Spotlight: New Project announcements.
 THE MOVE Stock List: Available projects (Weekly).
 THE MOVE Insights: Monthly newsletter.
 THE MOVE Development Update (Quarterly).
 THE MOVE Construction Update: (Quarterly).
 THE MOVE Invitation: Invitation to THE MOVE events.
 THE MOVE Selection: Occasional communication relating to properties of the week.
 THE MOVE Opportunity: Occasional communication concerning bonuses announced by a builder or developer.
 THE MOVE Settlement Update: Occasional communication in relation to preparing clients for settlement of projects.

9. Restrictive Covenant
9.1 Restriction
The Sub-agent must not (and must make sure that any Associated Person of the Sub-agent does not) at any time without the prior written consent of THE MOVE, in any capacity including on its own account or as a member, shareholder, unitholder, director, partner, joint venturer, employee, trustee, beneficiary, principal, agent, adviser, contractor, consultant, manager, associate, representative or financier or in any other way or by any other means:
9.1.1 solicit, canvas, approach or accept an approach from any Vendor or Builder disclosed to the Sub-agent by THE MOVE (Identified Person) for the purpose of obtaining the custom of, or providing custom to, that person in relation to, or in any way connected with the provision of Real Estate or construction products or services;
9.1.2 enter into any agreement or arrangement with an Identified Person or an Associated Person of the Identified Person that is similar to this Deed:
(a) in respect of a THE MOVE Product; or
(b) in respect of any Real Estate, product or service that the Identified Person or an Associated Person of the Identified Person owns, acquires, sells, offers for sale or proposes to offer for sale;
9.1.3 attempt to do any of the above.
9.2 Duration of Restraints
9.2.1 In this clause 9.2:
(a) Start Date means the earlier of: the date of this Deed; the date THE MOVE gave the Sub-agent information concerning the Vendor or Builder (whether before or after the date of this Deed); and the date information concerning the Vendor or Builder first appeared on the Website.
(b) End Date means the later of: the date that this Deed is terminated; and the date that information concerning the Vendor last appeared on the Website.
9.2.2 In respect of each Vendor and Builder, the restraints and covenants set out in clause 9.1 apply to the Sub-agent for a period that commences on the Start Date and ends:
(a) 5 years after the End Date;
(b) 3 years after the End Date;
(c) 2 years after the End Date;
(d) 12 months after the End Date;
(e) 6 months after the End Date;
(f) 3 months after the End Date;
(g) 1 month after the End Date.
9.3 Restraints separate and independent
The parties intend that the restraints contained in this clause 9 are to be interpreted as being separate and independent and that:
9.3.1 the greater length of time will apply; and
9.3.2 if any of the several separate and independent covenants and restraints are declared by any Court or tribunal to be invalid or unenforceable for any reason, then that invalidity or unenforceability will not affect the validity or enforceability of any of the other separate and independent covenants and restraints which apply in this Deed.
9.4 Survival of clause
This clause 9 survives the expiration or termination of this Deed.

10. Dispute Resolution
10.1 Delivering a dispute notice
If any dispute arises between the parties relating to or arising out of this Deed, including its construction, effect, the rights and obligations of the parties, the performance, breach, rescission or termination of this Deed, the entitlement of any party to damages or compensation (whether for breach of contract, tort or any other cause of action) or the amount of that entitlement ("Dispute"), the party claiming that a Dispute has arisen must deliver to the other party a notice containing particulars of the Dispute ("Dispute Notice").
10.2 Parties must negotiate
During the period of 21 days after delivery of the Dispute Notice, or any longer period agreed in writing by the parties ("Initial Period"), each of the parties must use its reasonable endeavours and act in good faith to resolve the Dispute by discussion and negotiation.
10.3 Referral to third party
If the parties have been unable to resolve the Dispute within the Initial Period, then the parties must submit the Dispute to a mediator for determination in accordance with the Mediation and Conciliation Rules of the Institute of Arbitrators and Mediators Australia, which Rules are taken to be incorporated into this Deed
10.4 Other proceedings
A party may not commence court proceedings in respect of a Dispute unless it has complied with this clause 9 and until the procedures in this clause 10 have been followed in full, except where:
10.4.1 the party seeks injunctive relief in relation to a Dispute from an appropriate court where failure to obtain such relief would cause irreparable damage to the party concerned; or
10.4.2 following those procedures would mean that a limitation period for a cause of action relevant to the issues in dispute will expire.

11. Termination
11.1 Default notice
11.1.1 If an Event of Default, other than an Insolvency Event, occurs in relation to a party ("Relevant Party"), the other party may give a notice ("Default Notice") to the Relevant Party specifying the Event of Default and requiring the Relevant Party to remedy the default within 10 Business Days after the Default Notice is given to the Relevant Party.
11.1.2 Without limiting any other provision of this deed, the Relevant Party must pay (within the period referred to in clause 11.1.1) the other party's costs and expenses incurred as a result of that default, including reasonable legal costs (and a failure to specify those costs and expenses (or any part of them) in the Default Notice does not constitute a waiver of the other party's right to claim them).
11.2 Termination notice
If a party ("Defaulting Party"):
11.2.1 receives a Default Notice and does not comply with the notice within the relevant period referred to in clause 11.1; or
11.2.2 is the subject of an Insolvency Event,
then the other party, without limiting its other rights and remedies, may terminate this deed by giving to the Defaulting Party notice with immediate effect.
11.3 Termination without cause
Either party may terminate this deed at any time during the Term, without cause, by giving 7 days’ written notice to the other party.

12. General
12.1 Nature of obligations
12.1.1 Any provision in this Deed which binds more than one person binds all of those persons jointly and each of them severally.
12.1.2 Each obligation imposed on a party by this Deed in favour of another is a separate obligation.
12.2 Time of the essence
In this Deed, time is of the essence unless otherwise stipulated.
12.3 Entire understanding
12.3.1 Each party acknowledges that, except as expressly stated in this Deed, that party has not relied on any representation, warranty or undertaking of any kind made by or on behalf of the other party in relation to the subject matter of this Deed.
12.3.2 Subject to clause 12.3.3, this Deed contains the entire understanding between the parties concerning the subject matter of the Deed and supersedes all prior communications between the parties.
12.3.3 If, before the date of this Deed, the parties entered into a similar agreement or Deed (Existing Deed) and THE MOVE has paid an upfront fee or similar in respect of a referred client under the terms of the Existing Deed, then the Existing Deed will continue to apply in respect of any final or settlement fee payable in respect of that referred client. This Deed is to apply in respect of any person referred to THE MOVE on or after the date of this Deed.
12.3.4 If the Sub-agent is entitled to be paid a fee under the Existing Deed in respect of a referred client, then the Sub-agent is not entitled to be paid that or a corresponding or similar fee under the terms of this Deed.
12.4 No adverse construction
This Deed is not to be construed to the disadvantage of a party because that party was responsible for its preparation.
12.5 Further assurances
A party, at its own expense and within a reasonable time of being requested by another party to do so, must do all things and execute all documents that are reasonably necessary to give full effect to this Deed.
12.6 No waiver
12.6.1 A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Deed does not operate as a waiver of the power or right.
12.6.2 A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under this Deed.
12.6.3 A waiver of a breach does not operate as a waiver of any other breach.
12.7 Severability
If any provision of this Deed offends any law applicable to it and is as a consequence illegal, invalid or unenforceable then:
12.7.1 where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature, it must be read down to the minimum extent necessary to achieve that result; and
12.7.2 in any other case the offending provision must be severed from this Deed, in which event the remaining provisions of the Agreement operate as if the severed provision had not been included.
12.8 Successors and assigns
This Agreement binds and benefits the parties and their respective successors and permitted assigns under clause 12.9.
12.9 No assignment
The Sub-agent cannot assign or otherwise transfer the benefit of this Deed without the prior written consent of THE MOVE. THE MOVE may assign or otherwise transfer the benefit of this Deed at any time.
12.10 Consents and approvals
Where anything depends on the consent or approval of a party then, unless this Deed provides otherwise, that consent or approval may be given conditionally or unconditionally or withheld, in the absolute discretion of that party.
12.11 No variation
This Agreement cannot be amended or varied except in writing signed by the parties.
12.12 Costs
Each party must pay its own legal costs of and incidental to the preparation and completion of this Deed.
12.13 Governing law and jurisdiction
12.13.1 This Agreement is governed by and must be construed in accordance with the laws in force in the State of Victoria.
12.13.2 The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to this Deed, its performance or subject matter.
12.14 Notices
12.14.1 All notices given under this Deed must be in writing and:
(a) delivered by one or more of the following methods:
(i) by registered post;
(ii) by hand;
(iii) by facsimile;
(iv) where the notice is given by THE MOVE: by electronic mail,
(b) to the other party at one or more of their addresses for service as follows:
(i) The address for service of THE MOVE is the postal address and facsimile number for THE MOVE published from time to time on the Website;
(ii) the addresses for service of the Sub-agent are the postal address, facsimile and email address set out on the User’s Profile section of the Website from time to time,
or to any other address last notified by the party to the sender by notice given in accordance with this clause;
12.14.2 in the case of a corporation, must be signed by an officer or authorised representative of the sender or in accordance with section 127 of the Corporations Act 2001 (Cth) unless given by email; and
12.14.3 is deemed to be given by the sender and received by the addressee:
(a) if delivered in person, when delivered to the addressee;
(b) if posted, 2 Business Days (or 6, if addressed or posted outside Australia) after the date of posting to the addressee whether delivered or not; or
(c) if sent by facsimile transmission, on the date and time shown on the transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety and in legible form to the facsimile number of the addressee notified for the purposes of this clause and which report also includes on the same page a copy of the first page of that transmission;
(d) if sent by electronic mail, upon entry into the information system of the recipient.
but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm (addressee's time), it is deemed to have been received at 9.00 am on the next Business Day.
12.15 General
12.15.1 Any requirement that the Sub-agent do anything includes a requirement that the Sub-agent cause that thing to be done and a requirement that the Sub-agent not do anything includes a requirement that the Sub-agent prevent that thing being done.
12.15.2 The rights created by this document are cumulative with and not exclusive of the rights provided by law or otherwise independently of this document.
12.15.3 Time is of the essence.
12.15.4 It is not necessary for a party to this document to incur any expense or make any payment before enforcing a right of indemnity.
12.15.5 The obligations that this deed imposes on THE MOVE are subject to all laws. If a law prohibits THE MOVE from doing a thing then despite any provision of this deed to the contrary, THE MOVE is not required to do that thing. If a law requires THE MOVE to do a thing, then despite any other provision in this deed to the contrary, THE MOVE is permitted to do that thing.
12.15.6 THE MOVE may by notice elect to set off any amount payable by the Sub-agent to THE MOVE against any amount payable by THE MOVE to the Sub-agent.

13. GST
13.1 Definitions
In this clause the expressions Consideration, GST, Input Tax Credit, Recipient, Supply, Tax Invoice and Taxable Supply have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999 ("GST Act"). A Supplier means any party treated by the GST Act as making a Supply under this Deed.
13.2 Consideration is GST exclusive
Unless otherwise expressly stated, all prices or other sums payable or Consideration to be provided under or in accordance with this Deed are exclusive of GST.
13.3 Payment of GST
13.3.1 If GST is imposed on any Supply made under or in accordance with this Deed, the Recipient of the Taxable Supply must pay to the Supplier an additional amount equal to the GST payable on or for the Taxable Supply, subject to the Recipient receiving a valid Tax Invoice in respect of the Supply at or before the time of payment.
13.3.2 Payment of the additional amount must be made at the same time as payment for the Taxable Supply is required to be made in accordance with this Deed.
13.4 Reimbursement of expenses
If this Deed requires a party (the "First Party") to pay for, reimburse, set off or contribute to any expense, loss or outgoing ("Reimbursable Expense") suffered or incurred by the other party (the "Other Party"), the amount required to be paid, reimbursed, set off or contributed by the First Party will be the sum of:
13.4.1 the amount of the Reimbursable Expense net of Input Tax Credits (if any) to which the Other Party is entitled in respect of the Reimbursable Expense ("Net Amount"); and
13.4.2 if the Other Party's recovery from the First Party is a Taxable Supply, any GST payable in respect of that Supply,
such that after the Other Party meets the GST liability, it retains the Net Amount.