1. Limitation of Liability

1.1 Will not be liable for any loss or damage whatsoever which the Customer may sustain or suffer as the result of any act or omission of except as set out in this clause,does not contract out of liability for any direct loss or damage suffered by any customer where that loss or damage is due to the gross negligence, fraud, dishonesty or willful default of or that of its officers or employees, provided that:

(a) will not be liable for any consequential loss, damage or expense of any kind and any loss of opportunity, savings, profits, and/or business suffered or incurred by the Customer;

(b) the maximum liability of for all events, acts or omissions that cause liability for the Customer arising out of the provision of the services will not exceed the value of the services delivered.

1.2 will indemnify in respect of all proceedings or demands brought against based on:

(a) a material breach by of this Agreement, default or misconduct; or

(b) any act, omission, or fraudulent representation made by the arising hereunder; or

1.3 Clauses to inclusive herein are continuing obligations separate and independent from the other obligations the parties and survive termination of this Agreement.

2. Confidentiality

2.1 The parties acknowledge the confidential nature of the Confidential Information and will not use, copy or disclose any Confidential Information without the written consent of the other party other than:

(a) as required by law;

(b) to its legal advisers; or

(c) to an employee of the party authorised to receive it,

The parties will use their best endeavours to prevent the disclosure or publication of any Confidential Information other than in the above circumstances.

2.2 The provisions of this clause 3 will not apply to information which:

(a) on the date of this Agreement is in the public domain; or

(b) enters the public domain other than directly or indirectly through the default of the receiving party.

3. Intellectual Property

Fly on IT Pty Ltd agrees that NS Properties is the owner of the intellectual property in the systems, know-how and other intellectual property which may be utilised in the provision of the Services provided to the Fly on IT Pty Ltd and that the Fly on IT Pty Ltd does not obtain any rights or interests in such intellectual property by virtue of this Agreement.

4.Termination

4.1 Terminate for Breach

This MOU may be terminated without reimbursement or obligation at any time by one Party giving not less than 30 days written notice to the other Party in accordance with clause 11:

(a) if any other Party is declared Insolvent, is in Administration in Insolvency, is declared bankrupt or otherwise cannot fulfil its obligations;

(b) if any other Party substantially defaults in the performance of this Agreement and does not remedy the default within 7 days after receipt of a request from the other Party to remedy that default; or

(c) If any warranty provided by a Party proves to be incorrect or misleading.

4.2 Liability following termination

Without limiting the generality of other provisions of this MOU following termination of this MOU each Party will remain liable pursuant to those provisions of the agreement capable of having effect after termination of this MOU. For these purposes, whichever of the Parties is not in default is entitled to pursue an application to seek Accreditation and conduct Training.

4.3 Termination not the sole remedy

The Parties covenant and agree that the termination of this MOU pursuant to this clause 8 is not the sole remedy of the Party not in default and that Party is entitled to any other remedy or damages arising from the default of the other Party.

1. MISCELLANEOUS

1. Expenses. Each Party will bear all of its own expenses necessary to meet its duties and obligations under this AGREEMENT

2. Independent Contractors. The Parties act under this AGREEMENT solely as independent contractors of one another. No agency, partnership, joint venture or employment is created as a result of this AGREEMENT. Except as expressly provided by this AGREEMENT, no Party will be liable for or bound by any representations, acts or omissions whatsoever of the other.

3. Non-Transferability. Each Party agrees that it will not sell, transfer, assign, sublicense, pledge, lease, subcontract, rent or share any of its rights or duties under this AGREEMENT unless otherwise permitted by a specific provision of this AGREEMENT or pursuant to the prior written permission of the other Party .

4. Press Releases. Any press releases, or media releases, or other similar public announcements by either Party concerning this AGREEMENT or the business arrangement established by this AGREEMENT must be approved by both Parties prior to their release to any news outlet.

5. Force Majeure. No Party will be responsible for the breach of any obligation established in this AGREEMENT if such breach is caused, directly or indirectly, by war (declared or undeclared), insurrection, civil disturbance, orders, rules, regulations or decrees of any competent government authority, strikes, labour shortages, fire, flood, earthquake, storm, failure of Internet access service, power outage, or act of God.

6. Entire Agreement. This AGREEMENT sets forth the entire understanding and supersedes all prior and contemporaneous agreements between the Parties relating to the subject matter contained herein and merges call prior and contemporaneous discussions between them. Neither Party shall be bound by any definition, condition, representation, warranty, covenant or provision other than as expressly stated in or contemplated by this MOU or as subsequently shall be set forth in writing and executed by an authorized representative of the Party to be bound.

7. Procedure for Modification. Any amendment to this AGREEMENT must be in writing and signed by an authorized representative of each Party.

8. Severability and Frustration of Purpose. All clauses and covenants contained in this AGREEMENT are severable. In the event that any clause or covenant of this AGREEMENT shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this AGREEMENT unenforceable or invalid as a whole.

9. Waiver. Any waiver by any Party of any default or breach of any clause or covenant of this AGREEMENT, whether such waiver be direct or implied, shall not be construed to be a continuing waiver, or a waiver of or consent to, any subsequent default or breach on the part of either Party of the same or of any other clause or covenant of this AGREEMENT.

Notices. All notifications between the Parties relating to this AGREEMENT must be made in writing. Such notifications may be made by registered postal service, express courier service, fax or e-mail. The Parties designate the following addresses for the purpose of receiving notices under this AGREEMENT.

1. In the event of any changes in the above information by a Party to this AGREEMENT, advance of the change of address.

2. Governing Law. This AGREEMENT shall be governed by, and construed in accordance with the laws of the State of Victoria.

3. Counterparts. This AGREEMENT may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. IN WITNESS, the Parties have caused this AGREEMENT to be executed by their duly authorized representatives. ACKNOWLEDGED, AGREED TO, AND ACCEPTED BY:

Last Updated on Tuesday, 01 February 2011 06:13