Genos Business Agreement (“Agreement”) 2007

Dated 1st day of January 2007

Definitions:

Candidate; means the subject of the Genos Assessment Scale and associated measurement models.

Client; means the end user of the Products.

Client Data; means the information the Client and/or Candidate provides to enable report production; the generation of Genos Assessment Scale results; the formulation of graphs and tables; and the presenting of candidate specific Genos Assessment Scale item responses.

Company; means Genos Pty Ltd (ABN: 24 101 697 803)
Chatswood Central
Suite 5, Level 5, South Tower
1-5 Railway Street
Chatswood NSW 2067

Entity; means the trading entity from which a Genos Accredited Practitioner, owns, is employed or contracted to and who the Company provides access to Products and associated models and materials.

Genos Accredited Practitioner; means an individual who in the opinion of the Company or Company licensed distributor has completed the steps involved in the Company’s accreditation process, meets the requirements of the conditions attached to that process.

Genos Assessment Scale; means the items supplied by the Company to enable the collection of Client Data and the reporting of such data in its various forms.

Genos Online System (GOS); means the Company’s online project management and tracking, assessment and reporting, and survey delivery system and the suite of services built around this system including without limitation all information, processes, documents, content, graphics, source code, methodologies and software, web pages (asp and jsp files), java applets, database, report files and a variety of systems and procedures for scoring, workflow management, communication engine, reporting, interpreting and administering assessments.

Intellectual Property; means all intellectual property rights in or associated with the Genos Online System (GOS), Swinburne University Emotional Intelligence Test (SUEIT) or Genos Emotional Intelligence Assessment Scale (Genos EI), or any Product or any program for the Accreditation of Individuals and any improvements, developments or derivatives including without limitation:

1. patents, copyright, designs, trade marks, product names, rights in circuit layouts, know-how and any confidential information;
2. any application or right to apply for registration of any of those rights; and
3. the GOS, SUEIT or Genos EI itself.

Materials; means Client Data and all information, material, data or ideas in whatsoever form relating to Intellectual Property and includes but is not limited to trade secrets, know-how or any part thereof, business strategies, formulae, notes, analyses, compilations, studies, interpretations, projections, plans, data, reports, proposals, bids, technical specifications, permits, licenses, financial statements, contracts, correspondence, customer lists, pricing policies, and product or service development.

Products; means all products and methodologies sold or made available by the Company, such as the Genos EI Assessment Scale and reports, in whatsoever form based on, related to, using, incorporating, or produced by the GOS, SUEIT, Genos EI or any program, includes but is not limited to the Assessment and Development Reports, Emotional Intelligence Enhancement Coaching Kits and activities, and workshop processes, participant workshop workbooks, facilitator guides and user manuals,

Product Updates; means Product education of existing Products.

Professional Development Event; means an event, either online, self-paced or attended, conducted by the Company for specific skills development and new Product access.

Project; means the Genos Accredited Practitioner using, or based upon or related to the GOS or Products, whether subject to a Project Request Form or otherwise.

Reseller; means an Entity who is licensed to resell such Products to their Clients.

Resource Portal; means the Company’s online member-only access to support materials and resources, and skills-training medium.

Retraining; means additional Product education the Company requires a Genos Accredited Practitioner to complete so as to demonstrate current competence in the use of the Company’s Products.

SUEIT; means the Swinburne University Emotional Intelligence Test, which is a psychological test developed at Swinburne University of Technology, which provides an overall index of emotional intelligence as well as measures of more specific competencies. The SUEIT is branded as Genos EI in the commercial setting.

General Terms and Conditions
The Entity’s attendance of the Genos Accreditation and/or the use of the GOS or Products constitutes acceptance of this Agreement.

Use of Products
1. The Entity agrees to use the Products in accordance with the specific Product’s intended use.

2. Unless otherwise agreed, the Entity agrees not to sell or distribute the Products.

3. The Entity agrees not to make the Products available for use or interpretation to any person who has not been accredited or otherwise authorised to use the Products.

4. The Entity agrees that all information provided by Candidates and the subsequent reports supplied by the Company are confidential and for the exclusive use of the Candidate only, or as directed by the Candidate, and that all will be stored to maintain the confidentiality.

5. The Entity agrees to present the Products in a professional manner according to the Company’s product printing and presentation guidelines. Should printing and presentation guidelines not be available, the Entity agrees to print and present Products equal or superior to the quality demonstrated by the Company’s materials provided during Accreditation Program.

User Conduct
6. The Entity agrees to use the Products in a professional and dignified manner and will observe the Ethical Guidelines or Codes of Conduct specified by the Entity’s relevant professional body.

7. For the purpose of using the GOS or Products the Entity agrees:

1. To set up a Project only consistent with the information provided in an approved Project Request Form or the GOS online tutorials and manuals.
2. Not to alter or damage or interfere with the security or integrity of the GOS or Products, system resources, source codes, usernames, passwords and servers, including but not limited to using viral software.
3. Not to provide access to the GOS to others except in accordance with the prior approval by the Company;
4. Not to use or attempt to use another’s username and or password to access the GOS, except in accordance with the prior approval by the Company;
5. To notify the Company or the Company’s licensed distributor of any material change, in your business status, to your place of employment and contact details post the time of accreditation (a material change). In the case of a corporate entity a material change shall also include a material change in the beneficial shareholding of that entity.
6. To notify the Company immediately of any unauthorised use of or access to the GOS or Products, or if the Entity or Accredited Practitioner suspects that the confidentiality of his or her access information has been compromised.
7. To act in good faith and not harmfully to the interest of the Company in or in relation to the conduct of a Project.

Project Rights
8. The Company reserves the right within its unfettered discretion to withhold its approval of a Project by a Genos Accredited Practitioner and/or Company licensed distributor

User Access Rights
9. The Company reserves the right, in its unfettered discretion, to terminate or suspend Genos Accredited Practitioner’s access to and use of the GOS or Products, generally or in relation to a Project if it believes in good faith that the Entity has failed to comply with this Agreement. In such circumstances the Entity acknowledge the right of the Company to notify the Candidates in such a Project of that termination or suspension.

10. Any Products, files, Materials, discs in the case of electronic data that in the Entity’s possession or control must be surrendered to the Company forthwith.

11. The Company reserves the right to delete or remove user content from and Entity access to the GOS without prior notice or liability.

12. The Company may review a Project at any time to aid in monitoring your compliance with this Agreement. The exercise of this right to monitor does not ensure the Entity’s compliance.

Professional Indemnity and Representation
13. The Entity agrees to indemnify and keep the Company indemnified against any and all liability, loss or damage arising from and costs connected with this Agreement or any tort, including negligence, arising from misuse and/or misinterpretation and/or the actions of the Entity in the use of the Products.

14. The Entity shall not represent themselves as an employee or agent of the Company and shall not obligate the Company to any contract or liability without the written consent of the Company.

Copyright and Intellectual Property
15. The Entity agrees to protect the Intellectual Property of the GOS or Products, as well as their selection and arrangement are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorised use of the GOS or Products may violate such laws and this Agreement. Except as expressly authorised in this Agreement, the Company does not grant any rights to use the GOS or Products.

16. The Entity agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the GOS or Products or their selection and arrangement, or to use any of the same except as expressly authorised in this Agreement. In addition, the Entity agree not to engage in any data mining extracting methods including but not limited to the use of data gathering software in connection with the GOS or Products or to use any Products or data so gained.

17. The Entity agrees to co-operate with the Company to safeguard and not to violate the Company's intellectual property and agrees to inform the Company of any infringement by themselves or any third party of those intellectual property rights immediately upon becoming so aware.

18. The Entity agrees that appropriate attribution for ownership of intellectual property rights, will be included on all reports, proposals, training materials and manuscripts and all works relating to or resulting from the use of the diagnostics. The attribution must read substantially like the following notice and appear below any major portions of text and figures, for example, the Genos Model of Emotional Intelligence:

Reprinted with permission from Genos Pty Ltd
© 2007 Genos Pty Ltd

19. The Entity agrees that no derivatives, modifications, alterations, variations or additions will be made to the Products without the express prior written permission of the Company. The Entity further agrees that it will not use any materials that are not provided or authorised by the Company or intermingle the Products with any unauthorised materials in any presentation or demonstration.

20. The Entity agrees to use only Products supplied and approved by the Company. All and any materials devised or invented by the Entity, or third parties for use with the Products are to be submitted to the Company for approval. This includes but is not limited to performance coaching material(s) and/or workshop program material(s).

21. The Entity is not permitted to modify, adjust or draw data using Assessment Scale results and/or candidate specific Genos Assessment Scale items responses.

Access to Data and Confidentiality
22. The Entity agrees to provide diagnostic inventory data to the Company to maintain its research database. The Company acknowledges that client confidentiality owned by the Entity to Clients will be protected.

23. The Entity agrees to allow the Company to include additional research questions within assessment projects the Entity may instigate for the purposes of ongoing psychological research.

24. The Entity authorises the Company to make all reasonable enquiries of all relevant third parties to enable the Company to determine whether the Entity is complying with its obligations under this Agreement.

Privacy
25. The Company adheres to the Terms and Conditions of the Company’s Privacy Statement describing how the Company collects, uses and safeguards personal information which the Entity or Clients may provide. Specifics details of the Company’s Privacy Statement are displayed at www.genos.com.au.

Rights Reserved
26. The Company reserves the right to change this Agreement. Notice of material changes will be displayed at www.genos.com.au. The Entity’s continued use of the GOS and/or Products accessible after such notice has been posted constitutes your acceptance of the changes.

Accreditation Process
27. The Entity has been provided with and acknowledges receiving a schedule of fees relating to the accreditation process specifying an amount and a time for payment. The Entity agrees to pay those fees to the company as and when they fall due. In the event that the Entity is not successful in attaining accreditation as a Genos Accredited Practitioner, which is determined at the absolute discretion of the Company, then any accreditation fees paid or due at that time are not refundable to the Entity.

28. The Entity agrees to complete the accreditation process within three (3) months of attending the accreditation workshop.

29. The Company agrees to make all reasonable endeavours to train the Entity in the use of the GOS and/or Products and to inform the Entity of changes, updates or developments in respect of the GOS and/or Products. The Entity acknowledges that changes, updates or developments to the GOS and/or Products may take place without prior notice.

30. The Company agrees to supply such Products, instructor notes, computer processing capability, video, audiotapes, at prevailing prices, as may be required in order that the Entity may be able to use the Products. The Entity may have to sign an additional license agreement for the use of computer software.

31. The Company agrees to make available the GOS and Products as covered by the accreditation program attended by the Entity at prices outlined in the price list available from the Company as amended from time to time.

32. The Entity agrees to submit to the Company's normal quality control procedures and to attend Retraining when there is a substantial change to the Products.

Maintaining Accreditation Status
33. The Entity understands that their accreditation status will be valid for and automatically renewed every 12 months if all the obligations under this Agreement have been met.

34. The Entity agrees that in order to maintain Full Accreditation status, they will meet the following requirements in a calendar year:

a. Attaining the specified minimum product usage requirement of AUS$2,000 in Product purchases; and

b. Participate in a minimum of one (1) of the Company’s Professional Development Events; and

c. Participation in the Company’s Product Update briefing events (conducted physically or online) as required by the Company.

Treatment of Accreditation Status
35. The Company requires Genos Accredited Practitioners to re-register their accreditation status with the Company in July of each year. A Genos Accredited Practitioner’s Accreditation Status will be assessed on whether he or she met the re-accreditation requirements based Clause 34 above. There are three (3) re-accreditation statuses:

1. “Full Accreditation” status means the Genos Accredited Practitioner has met the Company’s re-accreditation requirements.
2. “Probationary Accreditation” status means Genos Accredited Practitioner has not met the Company’s re-accreditation requirements. The Probationary Accredited Practitioner can continue to access and purchase the assessments. However, the Products will only be issued once a Genos Accredited Practitioner participates in a Retraining session. The maximum Probationary status period is 12 months.
3. “De-Accredited” status means Genos Accredited Practitioner has not met the Company’s re-accreditation requirements for any two (2) consecutive years. The De-Accredited Practitioner is required to re-attend the Company’s accreditation program. The Company will provide the de-accredited Practitioner with a 50% discount off the recommended retail fee of the Accreditation Program should he or she recommence the accreditation process within one (1) year of being De-Accredited.

36. Access to the Resource Portal can be maintained in isolation of your accreditation status provided the renewal fee has been paid. Failure to renew the membership results in immediate suspension of access to the Resource Portal.

Financials
37. All financial arrangements in this Agreement are determined in Australian dollars (AUD) and are exclusive of government taxes.

38. The Company agrees to sell the Genos Accredited Practitioner Products at the Recommended Retail Prices (RRP) presented in the current Genos Product Price List. Resellers of Products should refer to Genos Reseller Schedule.

39. The Company agrees to provide the Entity with a volume discount based on one-time purchases of Products. The volume discount schedule is provided in table 1.

Table 1: Volume Discount (One-Time Purchases)

40. The Company agrees to provide the Entity with a volume rebate of five percent (5%) for aggregated Products purchases of more than $100,000 over a financial year, from July 1st to midnight June 30th. The specific requirements for redeeming the rebate outlined in this clause are:

1. The Entity’s Aggregated Volume Rebate is based on Product purchases only and excludes purchases of consulting or other services and taxes.
2. The Entity is able to redeem the Aggregated Volume Rebate in the following proportions:
1. 50% cash rebate and
2. 50% skills development credits toward Professional Development Events or Product Updates.

41. The Entity will, unless otherwise agreed, provide the Company with payment for all Products and Services purchased according to the following schedule:

* Credit card facilities available

Business development
42. The Company agrees to provide the Entity with an annual business development rebate of the following:

1. Two (2) Genos EI Self Assessment Development Reports and
2. Two (2) Genos EI Multi-rater Assessment Development Reports or
3. Similar access to other Products that the Entity is entitled to purchase.

43. The entity is eligible for the business development rebate stated in clause 42 to be claimed from the Company on the 1st of July each year provided the Entity has met the minimum re-accreditation requirements.

44. Should the Entity have an Internet website then the Entity agrees to provide the Company with consistently prominent link(s) to the Company’s website. The Company agrees to reciprocate such a link provided the Entity’s Accredited Practitioner holds the full accreditation status.

Termination
45. The Company may terminate this Agreement if the Entity fails to meet the Company's quality standards or if they are in breach of any term of this Agreement or do not meet the re-accreditation requirements.

46. This Agreement is intended to safeguard the Company, the Client and the Entity, and shall continue in effect until terminated by either party giving the other thirty (30) days notice in writing of its intention to terminate. The Company reserves the right to terminate this Agreement before or during the accreditation process if the Entity fails to meet any of their obligations in completing this process.

47. Upon thirty (30) days after notice of termination, the Entity and its representatives must return all Products and Materials in whatever form to the Company and immediately cease use of the GOS and Products.

48. On termination of the agreement the Entity agrees not to hold him or herself out as a Genos Accredited Practitioner nor hold them out as being affiliated with the company.

49. The parties agree that the following provisions of this Agreement survive termination, clauses 4, 13, 14, 15, 16, 17, 18, 19, 20, 21, 47 & 48.

Jurisdiction
50. The laws of Australia and of New South Wales apply to this Agreement and the courts of Australia and of New South Wales shall have exclusive jurisdiction.