Crypto Zoo Independent Contractor Agreement

Table of Contents
1 Term 4
2 Orders 4
3 Services 4
4 Variation 5
5 Completion 5
6 Service Fee 5
7 Qualification Warranties 6
8 Expenses 6
9 Indemnity 7
10 Insurance 7
11 Intellectual Property 7
12 Termination 8
13 Return of Property 9
14 Confidentiality 9
15 Limitations of liability 10
16 Dispute resolution 10
17 Restraint 11
18 Subcontract 13
19 Notice 13
20 Goods and Services Tax 13
21 General 14
1 Definitions and Interpretation 15
Execution Page 18

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KEY TERMS
Below are the commercial terms of the agreement. Other capitalised terms are defined at the end of the agreement.
Agreement Date

……………………………….. 2017
Parties Company and Contractor

Company Name Market Your Difference

Address
Email
Attn Maya kaufman

Contractor Name ???
Address ???
Email ???
Attn ???

Key Person ???

Order means an order issued by the Company to the Contractor to provide Services,
and which states the Services to be provided, the relevant Due Dates for each
Service, and the Service Fee payable. An Order constitutes a part of this
agreement.
Service Fee ???

Services Marketing services as detailed in the Order

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Background
A The Company provides online lead generation and marketing services.
B The parties have agreed to enter into this standing agreement whereby the Company will
subcontract services to the Contractor (to be performed by the Key Person) from time to
time in exchange for the Service Fee and on the terms and conditions of this agreement.
Terms and Conditions
1 Term
1.1 This agreement starts on the Agreement Date and continues indefinitely unless
terminated in accordance with clause ‎10.
2 Orders
2.1 This agreement operates as a ‘standing agreement’ and each Order issued will constitute
a separate contract for Services between the parties and unless otherwise expressly
provided for in this Agreement, the termination of or any dispute arising from any
particular Order does not constitute grounds for a party to terminate or suspend its
obligations in respect of any other Order or the agreement as a whole.
2.2 From time to time, the Company may issue Orders to the Contractor detailing the Services
it requires, the Due Dates and the Service Fee, and any further specifications.
2.3 The Contractor may accept the Order by returning a properly executed copy of the Order
within 3 Business Days.
2.4 The Company may withdraw an Order any time before a Contractor has accepted the
Order in accordance with clause 2.3.
3 Services
3.1 The Contractor must provide the Services to the Company.
3.2 The Contractor agrees the Services must be supplied by the Key Person unless otherwise
agreed by the Company in writing.
3.3 The Contractor must, and must ensure that the Key Person:
(a) completes delivery of each of the Services in strict compliance with the Due
Dates (all times are of the essence);
(b) performs the Services in accordance with:
(i) this agreement;
(ii) the standard of professional skill, care and competence expected of a
skilled technical or professional person or consultant experienced in
performing the same or similar services;
(iii) the requirements of each relevant law, regulation, Authorisation, ruling,
judgment, order or decree of any governmental agency relevant to the
performance of the Services; and

(c) regularly consults the Company regarding the performance of the Services;
(d) after reasonable notice by the Company, permit the Company to inspect and
copy any documents in the Contractor’s possession, custody or control relating to
the Services; and

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(e) carries out all reasonable directions made by the Company to the Contractor
relating to the Services.

4 Variation
4.1 The Company may request a variation to the Services or the Due Dates at any time by
submitting written notice to the Contractor setting out the details of the variation. The
Company will endeavour to give as much notice as possible.
4.2 The Contractor must carry out all variations besides a Major Variation without additional
cost or delay.
4.3 If the proposed variation is a Major Variation, the Contractor must submit to the Company
within 3 business days (or as otherwise agreed by the parties in writing) a written quote
setting out the additional cost or delay to the Completion of the Services, and then the
Company may:
(a) accept the additional cost and/or delay proposed by the Contractor;
(b) withdraw its proposed variation; or
(c) refer the matter as a dispute in accordance with clause ‎14.
5 Completion
5.1 After the Contractor completes a Service item, the Company must inspect each tendered
Service and must either accept or Service or reject the Service.
5.2 If the Company accepts the tendered Service, the Company will notify the Contractor and
that Service is deemed to be completed (although this does not prejudice the right of the
Company to bring a future Claim)
5.3 If the Company rejects the tendered Service, it will notify the Contractor what are the
defects in the Service and what amendments are required. The Contractor must correct all
defects and make all amendments within 3 Business Days.
5.4 Once the Company accepts the final Service due, Completion is deemed to have
occurred.
6 Service Fee
6.1 In consideration of the Services performed by the Contractor in accordance with clause ‎2,
the Company must pay the Contractor the Service Fee.
6.2 The Service Fee is only payable 7 days after the fulfilment of all of the following
conditions:
(a) Completion in accordance with clause ‎4.4;
(b) the Company being fully paid (in cleared funds) by the relevant Client in relation
to the Project; and
(c) the Contractor providing a tax invoice in respect of the Service Fee to the
Company.

6.3 If the Client makes any Claim in relation to the Order and the Company agrees to reduce
or refund the amount invoiced in respect of the Order, the Service Fee will be adjusted
(included a partial refund) accordingly.
6.4 The Contractor agrees the Service Fee constitutes the entire remuneration the Contractor
is due for the Services and the Company is not liable to pay any other amounts, fees,
costs, expenses or otherwise other than as set out and in accordance with this clause ‎5.

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6.5 Without limiting any other clause in this Agreement, the Company will not be liable for any
of the following:
(i) workers’ compensation, income protection, and accident and health
policies of insurance or other like insurances;
(ii) wages or salary;
(iii) personal leave entitlements (including personal leave, carer’s leave,
annual leave and long service leave);
(iv) deduction or remission of:
(A) PAYG or any other income taxation deductions or withholding;
(B) fringe benefits taxation, payroll taxation, or any other tax;
(C) superannuation contributions; and
(D) any other charges or benefits required by law under an
employment relationship

regarding the engagement of the Contractor, or the engagement by the Company
of any person including the Key Person, for provision of the Services under this
Agreement.

6.6 No amount or benefit referred to in clause ‎5.4 is recoverable against the Company by the
Contractor. If the Company is held liable at law to pay any such amount, or any benefit,
charge, loss, claim, penalty, order or expense of any kind with respect to the engagement
of the Contractor or of any person by the Company for the provision of Services under the
Agreement, the Contractor agrees to indemnify and keep indemnified the Company to the
extent of any such amount, benefit, charge, loss, claim, penalty, order or expense.
7 Qualification Warranties
7.1 The Contractor warrants and acknowledges that the Contractor (if applicable) and the Key
Person holds, and will continue to hold for the term of this agreement, all certificates,
licences, memberships and qualifications required to perform the Services or as otherwise
determined by the Company.
7.2 The Contractor may be required to provide evidence that the Contractor and the Key
Person hold current certificates, licences, memberships and qualifications.
7.3 If the Contractor and the Key Person do not (or cease to) hold any such certificate,
licence, membership or qualification at any time for whatever reason (including if it is
suspended or cancelled), the Contractor must immediately notify the Company.
7.4 The parties agree that this clause ‎6 is an essential clause of the agreement.
8 Expenses
8.1 All expenses incurred by the Contractor in the course of the Contractor providing the
Services are deemed to have been included in the Service fee, and will be paid by the
Contractor.

9 Indemnity
9.1 Subject to clause ‎8.2, the Contractor indemnifies and will keep indemnified the Company
against any and all Claims and Loss arising out of or in connection with the Services, or
with a breach of this agreement by the Contractor or the Key Person or any fraudulent,

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reckless, or negligent, wrongful, dishonest or malicious acts or omissions by the
Contractor or the Contractor’s employees, agents or sub consultants (including the Key
Person).
9.2 The Contractor’s liability to indemnify the Company in clause ‎8.1, is reduced proportionally
to the extent any Loss is contributed to by any breach of this Agreement by the Company
or any act or omission including fraudulent, reckless or negligent acts or omissions by the
Company or the Company’s employees, agents or consultants.
10 Insurance
With respect to the Services, the Contractor will, at its sole expense, maintain all relevant
insurances throughout the term including the following insurances and produce evidence
of their currency on demand:
(a) any insurance required by the Client
(b) professional indemnity insurance up to $1,000,000; and
11 Intellectual Property
11.1 Vesting of Intellectual Property Rights:
(a) All Intellectual Property Rights in respect of or arising in connection with the
Services will immediately upon creation vest in the Company and are, to the
extent they can be, immediately assigned to the Company by the Contractor on
their creation.
(b) The Contractor will sign all documents necessary to enable the Company to
perfect registration in the Company's name of any Intellectual Property Rights
assigned under this Agreement to it, and do all acts otherwise necessary to
transfer ownership of the Intellectual Property Rights to the Company.
11.2 The Company retains all Intellectual Property Rights in all documents or information
provided by it or with its permission to the Contractor in relation to the Services. The
Contractor is granted a revocable license to use such Intellectual Property Rights for the
duration of the term of this agreement and for the purpose of performing the Services
only.
11.3 The Contractor acknowledges the Company will suffer real and substantial damage as a
result of a breach of this clause ‎9 and may seek injunctive relief for any actual or
perceived breach and damages alone are not an adequate remedy.
11.4 The Contractor warrants and agrees that it will, in respect of any copyright works that may
be created by the Contractor or any Key Person, procure from the author of the copyright
works, consent to the Company doing all of the following together with a waiver of it moral
rights in respect of the following acts or omissions:
(a) any adaptation, alteration, or modification of the copyright works;
(b) any use of the copyright works without attribution of authorship of the copyright
works; and
(c) any use of the copyright works where the Contractor claims the copyright works
as its own.
12 Termination
12.1 Notwithstanding any other provision of this agreement and without prejudice to any other
right they may have:

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(a) each party may immediately terminate this Agreement by notice in writing to the
other party and with respect to the Contractor includes any Key Person
(Defaulting Party) if:
(i) the Defaulting Party is in breach of any term of this Agreement and has
not remedied the breach within 7 days of being notified to do so; and
(ii) the Defaulting Party is Insolvent;
(b) the Company may terminate this Agreement immediately by written notice if the
Contractor or the Key Person:
(i) commits an act of dishonesty, or a criminal offence which in the
reasonable opinion of the Company is likely to bring the Company into
disrepute;
(ii) refuses or fails to comply with any lawful and reasonable direction given
to it by the Company and the Contractor or Key Person fails to remedy
such refusal or neglect within 7 days of receiving notice from the
Company of such refusal or neglect;
(iii) undergoes a Change in Control;
(iv) no longer complies with clause ‎6 (Qualifications);
(v) is unable to provide the Services for a continuous period of 1 month or
more due to illness, injury or other incapacity preventing the provision of
the Services; or
(vi) commits a breach of any statutory, legal or regulatory requirement of
which the Company becomes aware and which, if appropriate, is not
remedied within a reasonable time to the satisfaction of the Company.

12.2 If the Company terminates in accordance with clause 12.1(b):
(a) the Company will only be obliged to make payment for the value of the work
undertaken by the Contractor taking into account the cost to the Company of
completing the Services itself or through a third party and obtaining relevant
certifications of the Services; and
(b) the Contractor will be liable for and must indemnify the Company against any
Loss incurred by the Company arising out of or connected with the termination.
12.3 Provided there are no ongoing Services being supplied by the Contractor at a given time,
the either party may terminate this Agreement in their absolute discretion without cause
upon 30 days prior written notice to the other party.
13 Return of Property
13.1 On the Completion or termination of this Agreement or at other time notified by the
Company, the Contractor must, and must ensure that the Key Person, return to the
Company:
(a) all material on which Confidential Information or Intellectual Property Rights
subsist or are recorded, copied or modified (whether in documentary, visual, oral,
digital or electronic format, or in any other readable or reproducible format);
(b) any computer hardware and software, passwords, keys, security passes, mobile
telephones and accessories, and equipment of the Company; and
(c) any other property and documents of the Company.

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14 Confidentiality
14.1 The following definitions apply in this clause ‎12.
Confidential Information means any written or oral information of a technical, business
or financial nature or which is taken by any provision of this Agreement to be Confidential
Information, or which the Discloser makes the Recipient aware is considered by the
Discloser to be confidential and proprietary, and includes all information that is personal
information for the purposes of the Privacy Protection Act 1981, but does not include
information which the Recipient can establish:
(a) was in the public domain when it was given to the Recipient;
(b) becomes, after being given to the Recipient, part of the public domain, except
through disclosure contrary to this Agreement;
(c) was in the Recipient's possession when it was given to the Recipient and had not
been acquired in some other way (directly or indirectly) from the Discloser; or
(d) was lawfully received from another person who had the unrestricted legal right to
disclose that information free from any obligation to keep it confidential.
Discloser means the party giving information.
Recipient means the party to whom information is given.
14.1 Each party must and the Contractor must ensure the Key Person:
(a) keeps the Confidential Information confidential and not disclose it or allow it to be
disclosed to a third party except:
(i) with the prior written approval of the other parties; or
(ii) to officers, employees and consultants or advisers of the party (or its
related bodies corporate) who have a need to know (and only to the
extent that each has a need to know) for the purposes of this Agreement
and are aware that the Confidential Information must be kept
confidential; and

(b) takes or causes to be taken reasonable precautions necessary to maintain the
secrecy and confidentiality of the Confidential Information.

14.2 No announcement, press release or other communication of any kind relating to the
negotiations of the parties or the subject matter or terms of this Agreement must be made
or authorised by or on behalf of a party without the prior written approval of each other
party unless that announcement, press release or communication is required to be made
by law or any order of any court, tribunal, authority or regulatory body.
14.3 The obligations of confidentiality under this Agreement do not extend to information
(whether before or after this Agreement is executed):
(a) disclosed to a party, but at the time of disclosure is rightfully known to or in the
possession or control of the party and not subject to an obligation of
confidentiality on the party;
(b) that is public knowledge (except because of a breach of this Agreement or any
other obligation of confidence); or
(c) required to be disclosed by law or any order of any court, tribunal, authority or
regulatory body or in connection with the enforcement of this Agreement or by
the rules of a recognised stock exchange.

14.4 This clause ‎12 continues despite the expiry or termination of this Agreement.

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15 Limitations of liability
15.1 Notwithstanding any other provision of this Agreement and to the extent permitted by law:
(a) the Company's total aggregate liability (including liability for negligence) under or
in any way related to this Agreement or the Services is limited to the Service Fee
payable for the relevant Order;
(b) the Company excludes liability (including liability for negligence) for any
Consequential Loss; and
(c) the Company excludes all implied conditions and warranties except any implied
condition or warranty the exclusion of which would contravene any statute or
cause any part of this clause to be void (Non-excludable Condition), and the
Company’s liability for breach of any Non-excludable Condition (other than an
implied warranty of title) is limited to the Service Fee payable in a single Term of
this agreement;
(d) the Company excludes all liability for anything the Contractor was aware of for
longer than 6-months and the Contractor did not commence a civil proceeding;
(e) any liability of the Company is reduced by the extent the Contractor’s conduct
contributed to the liability; and
(f) any liability of the Company is subject to the Contractor’s duty to mitigate the
liability.

15.2 This clause ‎13 survives termination or expiry of this Agreement.
16 Dispute resolution
16.1 Removed
17 Restraint
17.1 Removed
18 Subcontract
18.1 The Contractor acknowledges it is being subcontracted to perform the Services must
observe and perform all of the Company’s obligations under any head agreement as if
such obligations had been incorporated into this Agreement, as obligations to be observed
and performed by the Contractor.
19 Notice
(a) A notice by a party must be in writing and must be given to each other party.
(b) A notice may be given to a party in any of these ways:
(i) delivered by hand to the party;
(ii) sent by prepaid mail or document exchange to the address of the party;
or
(iii) sent by email or facsimile communication to the email address or
facsimile number of the party.
(c) A notice is treated as given to a party when:
(i) if hand delivered, when delivered;

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(ii) if sent by prepaid mail or document exchange 48 hours after posting; or
(iii) if sent by email or facsimile communication, when the facsimile machine
confirms transmission.

(d) A notice given on a day which is not a Business Day or after 5PM of a Business
Day is treated as given on the following Business Day.

20 Taxes and banking
20.1 The Service Fee is deemed to have included VAT as well as taxes that should be paid by
the Contractor. The Company may withhold tax amounts payable by the Contractor if it is
required to do so under law.
20.2 The Contractor will comply with all the requirements raised by the Company’s bank for
transferring funds to it. The Company’s obligation to pay the Contractor is conditional
upon the Company Bank’s approving the Contractor as a receiving entity, and on the
Contractor’s bank accepting the transfer.
21 General
21.1 (Key Person)
(a) If there is a Key Person, the Contractor must ensure the Key Person observes all
terms of this agreement as if the Key Person entered into this agreement. If the
Key Person does anything which would constitute a breach of this agreement,
the Contractor is liable.
(b) If there is no Key Person, all references to the Key Person are taken to mean the
Contractor.

21.2 (Further assurance) Each party must promptly at its own cost do all things (including
executing all documents) necessary or desirable to give full effect to this Agreement.
21.3 (Entire understanding)
(a) This Agreement:
(i) is the entire agreement and understanding between the parties on
everything connected with the subject matter of this Agreement; and
(ii) supersedes any prior agreement or understanding on anything
connected with that subject matter.

(b) Each party has entered into this Agreement without relying on any representation
by any other party or any person purporting to represent that party.

21.4 (Relationship) Nothing in this Agreement will or is intended to establish a relationship of
partnership, agency or employment between the Company and the Contractor, or the
Company and any Key Person or other person engaged by the Company to perform the
Services, and it is the intention of the parties that any such relationship is expressly
denied.
21.5 (Variation) An amendment or variation to this Agreement is not effective unless it is in
writing and executed by the parties.
21.6 (Order) The rights and obligations of each party under this Agreement are personal. No
party may assign, encumber or otherwise deal with such rights and obligations without the
prior written consent of all other parties.
21.7 (Waiver):

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(a) A party's failure or delay to exercise a power or right does not operate as a
waiver of that power or right.
(b) The exercise of a power or right does not preclude its exercise in the future or the
exercise of any other power or right.
(c) A waiver is not effective unless it is in writing.
(d) Waiver of a power or right is effective only in respect of the specific instance to
which it relates and for the specific purpose for which it is given.

21.8 (Governing law and jurisdiction) The law of the State governs this Agreement and the
parties submit to the exclusive jurisdiction of the courts of the State.
21.9 (Legal advice) The parties warrant that they have had a full and proper opportunity to
obtain legal advice regarding terms contained in this document.
21.10 (Severability):
(a) If anything in this Agreement is unenforceable, illegal or void then it is severed
and the rest of this Agreement remains in force.
(b) If anything in this Agreement is unenforceable, illegal or void in one jurisdiction
but not in another jurisdiction, it is severed only in respect of the operation of this
Agreement in the jurisdiction where it is unenforceable, illegal or void.

22 Definitions and Interpretation
22.1 (Definitions) The following definitions apply in this agreement unless the context
otherwise requires:
Affiliate means, in relation to a person:
(a) any person over who is subject to Control of the person;
(b) in relation to an individual, any spouse, defacto spouse, former spouse, mother,
father, brother, sister or child by blood or adoption over the age of 18 years of
that party or of that party’s spouse, defacto spouse or former spouse;
(c) in relation to a corporation, all employees, officers, subsidiaries, holding
companies, ultimate holding companies, related body corporates, associates or
related entities as defined in the Corporations Act;
(d) in relation to a trust, any officer of the trust (including trustees, appointors and
guardians) and any beneficiary of the trust, and if the officer or beneficiary is a
corporation, (c) applies.
Consequential Loss means special, indirect or consequential loss.
Change in Control means when the person or persons who exercised Control over an
entity no longer exercise Control.
Client means the relevant customer of the Company who contracted to receive the
Services from the Company.
Completion means final acceptance of the Services by the Company in accordance with
clause ‎4.4.
Control means the ability to directly or indirectly influence the business decisions of the
entity including but not limited to:
(a) in relation to a corporation:
(i) practically being able to determine board decisions or determine board
composition;

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(ii) legal or beneficial ownership of 50% or more of the shares in the
corporation, or in the voting rights, rights to receive income or capital or
rights to appoint directors in relation to the corporation.

(e) In relation to a trust:
(i) holding the office of trustee or appointor of the trust (including sharing
that office with another person);
(ii) legal or beneficial ownership of 50% or more of units in the trust, or in
the voting rights, rights to receive income or capital in relation to the
trust.

Claims means a claim, action, proceeding or demand made against a person concerned,
however it arises and whether it is present or future, fixed or unascertained, actual or
contingent.
Due Date is defined in the Order.
Loss means a damage, loss, cost, expense or liability incurred by the person concerned
however arising, including penalties, fines, and interest and including those which are
prospective or contingent and those the amount of which for the time being is not
ascertained or ascertainable.
Insolvent means, in relation to a person, when the person:
(a) is;:
(iii) declare insolvent by a statutory entity, or enter into an agreement with
his creditor to pay his debts; or
(iv) dissolved; or
(f) is otherwise unable to pay its debts as and when they become due and payable;
or
(g) being a natural person, commits or suffers an act of bankruptcy; or
(h) takes or suffers a similar under the law of any jurisdiction.
Intellectual Property Rights means all statutory and other proprietary rights in respect of
all intellectual or industrial property including all trademarks, patents, copyright,
confidential information and all other intellectual property as defined by Article 2 of the
Convention Establishing the World Intellectual Property Organisation of July 1967 and
includes the drawings, plans, manuals, specifications, references guides, trade secrets,
methodologies and other intellectual property, irrespective of whether it is registered.
Key Person is defined in the Key Terms.
Major Variation means a variation which, assessed reasonably, will cause either:
(a) a %10 increase of the Service Fee; or
(i) a delay of 3 days of Completion.
Order is defined in the Key Terms.
Service Fee is defined in the Key Terms.
Services is defined in the Key Terms.
State means Israel.
22.2 (Interpretation) In this document:

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(a) Headings are inserted for convenience only and do not affect the interpretation of
this document.
(b) A reference in this document to a business day means a day other than a
Saturday or Sunday on which banks are open for business generally in.
(c) If the day on which any act, matter or thing is to be done under this document is
not a business day, the act, matter or thing must be done on the next business
day.
(d) A reference in this document to dollars or $ means USA dollars and all amounts
payable under this document are payable in USA dollars.
(e) A reference in this document to any law, legislation or legislative provision
includes any statutory modification, amendment or re-enactment, and any
subordinate legislation or regulations issued under that legislation or legislative
provision.
(f) A reference in this document to any agreement or document is to that agreement
or document as amended, novated, supplemented or replaced.
(g) A reference to a clause, part, schedule or attachment is a reference to a clause,
part, schedule or attachment of or to this document.
(h) An expression importing a natural person includes any company, trust, partnership,
joint venture, association, body corporate or governmental agency.
(i) Where a word or phrase is given a defined meaning, another part of speech or
other grammatical form in respect of that word or phrase has a corresponding
meaning.
(j) A word which denotes the singular denotes the plural, a word which denotes the
plural denotes the singular, and a reference to any gender denotes the other
genders.
(k) References to the word ‘include’ or ‘including’ are to be construed without
limitation.

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