1 Grant of Licence

1.1 Gemba360 Pty Ltd, is a wholly owned subsidiary of Kaizen Synergy Pty Ltd (Licensor) grants to the Licensee a: non-transferable licence and to use to the extent specified in this document

1.2 This License Agreement commences from the date when the Order Form was completed by the Licensee.

1.3 Item

1.3.1 non-transferable licence and to use to the extent specified in this document.

2 Payment of the Once-off Gemba™ Establishment Fee

2.1 The Licensee shall pay the Licensor the:

2.1.1 Audit Product Establishment Fee (if applicable) and the first year’s Annual Licence Fee within 14  days upon signing of this agreement

3 Payment of Annual Licence Fee

3.1 The Licensee shall pay the Annual Licence Fee on or before 30 June for use during the following financial year.

4 Licensor Obligations

4.1 The Licensor shall:

Install Gemba™ Compliance:

(a) create an instance for the Compliance Management System configurable to the Licensee’s:

> organisational structure and

> Accreditation requirements;

(b) assign the Licensee’s Authorised Contact:

> a login name and

> password

Provide implementation assistance

(c) provide 10 hours of Post Implementation Assistance following installation to assist the Licensee configure Gemba™ to  meet the Licensee’s organisational requirements and Accreditation requirements.

Provide Training

(d) an initial 5 hours for training to Licensee’s Managers with Administration Access, and 2 hours of training if requested in each subsequent year of the Licence.

Maintain content

(e) provide the Licensee with:

> Email updates of legislative changes;

> Update compliance tools as the law changes and notify Licensee’s Nominated contact, and

> make changes to the Immersed Learning Simulation Module from time to time as appropriate in a timely manner having regard to the nature of the changes to reflect significant changes in the relevant law.

(f) Ensure that the listed items in (e) are aligned with the Licensee’s organisational structure.

Maintain the System

(g) at all times maintain its server and its operating software to enable the Licensee, Participants and Authorised Managers to access the Gemba™ as permitted by this Agreement;

(h) perform scheduled maintenance to the server from time to time and use reasonable endeavours to perform all such maintenance at times that will least affect the Licensee, Participants and Authorised Managers;

(i) e-mail details of scheduled maintenance to the Licensee at least 48 hours in advance of the maintenance if scheduled maintenance requires the service to be off-line for more than 30 minutes;

(j) perform unscheduled maintenance as required due to data corruption or equipment failure;

(k) e-mail details to the Licensee as soon as possible after unscheduled maintenance has been completed if unscheduled maintenance requires the service to be off-line for more than 30 minutes;

(l) use reasonable efforts when access becomes unavailable to restore access as soon as practicable;

(m) where a Third Party IT support is engaged by the Licensee, the Licensor will  provide reasonable support to assist the Third Party to support the Licensee.

(n) In reference to (m) where the Licensor’s instruction to the Third Party is not followed or where extended IT support is required to help the Third Party provide support to the Licensee, the Licensor may at its own discretion invoice the Licensee for services rendered to the Third Party.

(o)  In reference to (n) the rate will be assessed at commercial value based on the technical skills required and an itemised invoice will be provided to the Licensee.

Archive and keep secure

(p) archive data onto backup mechanisms on a daily basis for the purposes of disaster recovery;

(q) restore from the last known good archive in the event of equipment failure or data corruption;

(r) maintain secured security access of the site to the Licensee;

Keep confidential

(s) keep confidential the Licensee’s information including:

Corporate Information uploaded in to Gemba™;

> Organisation structure;

> email addresses;

> user names and

> details provided of the Participants and Authorised Managers.

Copy of Data

(t) provide to the licensee (at the end of this Agreement) a copy of the information contained within Gemba™ in a format accessible to the Licensee. This will be at no additional cost to the Licensee.

Response Times

(u) upon agreement with the licensee:

> provide Reports within 24 hours from a request lodged by the Authorised Contact;

> develop additional compliance modules for the Licensee (14 days from the date when the last information

> update email contact details from time to time in alignment with organisational structure and

> install Gemba Compliance – 4 weeks from the signed agreement is returned to the Licensor.

5 Licensee Obligations

5.1 The Licensee shall:

(a) use Gemba™ only for its internal compliance management and training purposes;

(b) not sublicense, provide or otherwise make available the Immersed Learning Simulation Module or Gemba™ or any component of it in any form to any person except as expressly authorised by this Agreement; and

(c) not reverse engineer, reverse assemble or decompile, directly or indirectly the Immersed Learning Simulation Module or Gemba™.

6 Confidential Information

6.1 The Licensee may use the Confidential Information only for its internal training or internal compliance management purposes in accordance with this Agreement.

7 Intellectual Property Rights

7.1 The Licensee acknowledges that it does not acquire any Intellectual Property Rights in the Immersed Learning Simulation Module or the Gemba™.

7.2 The Licensor acknowledges that it does not acquire any Intellectual Property Rights to the Licensee Data and is permitted to use the Licensee Data solely to customise for the Licensee the Immersed Learning Simulation Module, Audit Products or other content to be delivered by the Gemba™.

7.3 Any documents uploaded into Gemba™ by the Licensee into Gemba™ remains the property of the Licensee.

8 Exclusions and Limitations of Liability

8.1 Gemba™ is not a substitute for specific legal advice. Accordingly, the Licensor is not liable for any breach by the Licensee or its employees, agents or consultants of any law, code of conduct or other applicable standard or any other thing done or not done in reliance upon Gemba™.

9 Additional Module

9.1 The terms of this Licence shall apply to each additional Gemba™ modules.

10 Term and Termination

10.1 The Licence granted by this Agreement commences upon the Date the Gemba Order Form was received by the Licensor unless terminated in accordance with clause 10.3.

10.2 After the expiry of the Initial Term this agreement will continue in force until the Licensee gives notice to the Licensor in writing of termination in respect Gemba™. Such notice must be given no later than 30 days prior to 1 June each year to take effect on 30 June of that financial year.

10.3 Either Party may terminate this Agreement immediately by notice in writing if the other party is in breach of any term of this Agreement and the breach is not remedied within 30 days of notification of the breach to the party in default.

10.4 Upon termination of this Agreement, the Licensee or its representative must destroy all copies of the Confidential Information or otherwise return or dispose of such material in the manner directed by the Licensor.

10.5 The Licensor will on termination archive the course content and reports, and provide access to this information to the Licensee on reasonable notice.

10.6 The Licensor reserves the right to vary the license agreement from time to time.

10.7 Termination pursuant to this clause will not affect any rights or remedies, which the Licensor may have under this Agreement including the obligations set out in clauses 6 and 7.

11 General

11.1 A party notifying or giving notice under this Agreement must be given in accordance with this clause; and left at or sent by prepaid post or by fax to that address.

11.2 A notice given in accordance with clause 11.1 will be deemed received:

11.2.1 If left at the recipient’s address, on the date of delivery;

11.2.2 If sent by prepaid post, 5 days after the date of posting; and

11.2.3 If sent by fax, when the sender’s facsimile system generates a message confirming successful transmission of the total number of pages of the notice.

11.3 Part or all of any provision of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining provisions of this Agreement continue in force

11.4 This Agreement

11.4.1 consists of this Licence and the Licence Particulars;

11.4.2 may be amended only by agreement in writing and signed by both parties;

11.4.3 constitutes the entire agreement between the parties in relation to the Licence; and

11.4.4 is governed by the laws of Victoria and each party submits to the non-exclusive jurisdiction of the courts of Victoria

11.5 Unless the context otherwise requires, the singular indicates the plural, and vice versa.

12 Definitions

Additional Immersed Learning Simulation Module

means each additional Immersed Learning Simulation Module or Audit Product subscribed to by the Licensee.

Additional Immersed Learning Simulation Module Installation Date

provided access to the Additional Module to enable it to allocate usernames and passwords to Participants and Authorised Managers to access the Additional Module.

Agreement

means this document and the Licence Particulars.

Annual Licence Fee

means the amount so specified in Gemba Order Form.

Annual Product Establishment Fee

means the amount so specified in the Licence Particulars payable by the Licensee for the implementation of the Audit Product.

Authorised Contact

means employee of the Licensee nominated as the contact person on the Gemba™ Registration Form.

Confidential Information

means all information relating to the Gemba™ and the Immersed Learning Simulation Module other than that which is in the public domain including compliance and administration tools, training courses, manuals and course materials.

Gemba™

means the software owned and operated by Kaizen Synergy which delivers the Compliance Tools, Immersed Learning Simulation Modules, and other content, and associated test results, reports and compliance and administration tools via the internet.

Go Live Date

means the date agreed to by both the parties for Gemba™ to be available to the entire Licensee’s employees.

Immersed Learning Simulation

means an online training module with associated tutorials and tests.

Intellectual Property Rights

means all intellectual property rights, in Australia and throughout the world, including but not limited to patents, copyright, rights in circuit layouts, registered designs, trade or service marks, trade, business or company names, indications of source or appellations of origin, moral rights, trade secrets, ideas, concepts, materials, know-how, techniques and any right to have confidential information kept confidential.

Licence Particulars

means the details of each Licence substantially in the form set out in this document.

Licensee Data

means data text and images provided by the Licensee to the Licensor to be incorporated into Gemba or Audit Product customised specifically for the Licensee.

Licensee

includes any Related Company of the Licensee.

Participants

means the employees, agents and consultants of the Licensee or any Related Company of the Licensee who are subscribed to the Gemba™.

Post Implementation Assistance

means a time after the Go Live Date.

Related Company

means a related body corporate within the meaning given to that term in section 9 of the Corporations Act 2001.