DocuSign Envelope ID: F42CACC0-5CA0-4545-A407-AFA1C3B4AB43

INDEPENDENT CONTRACTOR AGREEMENT

The Green Army Pty Ltd

and
Jasper phoenix parsons
CONTRACTOR NAME: ..................................................................................................
Jasperpeesons@gmail.com
EMAIL ADDRESS: ...........................................................................................................
0438 173 344
PHONE NUMBER: ...........................................................................................................

(Leads)

This Independent Contractor Agreement

is made on the date noted in Item 1 of the Schedule

Between
See Item 2 of the Schedule (Company)
and
See Item 3 of the Schedule (Contractor)

BACKGROUND
A. The Company has requested the Contractor to provide the Services described in Item 4 of
the Schedule to the Company.
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B. The Contractor has agreed to provide the Services to the Company on the terms of this
Agreement from the Commencement Date described in Item 5 of the Schedule.

The Company and the Contractor agree that:

1. DEFINITIONS
Agreement means this document including the attached Schedule and any other schedules
and annexures.
Claims means all or any claims, demands, debts, accounts, actions, expenses, costs, liens,
liabilities and proceedings of any nature whatsoever (whether known or unknown).
Company Property means equipment, keys, documents, etc. or any other property that
belongs to the Company.
Contractor means the Contractor as described in Item 3 of the Schedule and includes all
officers, employees, agents and contractors of the Contractor which have been formally
approved by the Company to provide Services or to perform any Services on behalf of the
Contractor.
Confidential Information means all the information including trade secrets, Intellectual
Property, marketing and business plans, client and supplier lists, computer software
applications and programs, business contacts, finance, data concerning the Company or any
of its related entities or any client of the Company’s, finances, operating margins,
prospect’s lists, and transactions of the Company, and any materials provided to the
Contractor by the Company, but does not include information in the public domain other
than through a breach of an obligation of confidentiality.
Fee means the amount payable with respect to the Services set out at Item 6 of the
Schedule.
GST means goods and services tax, value added tax or similar levied or imposed in relation
to a supply (or a deemed supply) of any goods, property, services or any other thing.
Intellectual Property means all present and future copyright, registered and unregistered
trademarks, patents, designs or rights and any other intellectual or industrial property
rights, discoveries, inventions, secret processes or improvements in procedure of any kind
whether arising from statute, under common law or in equity.
Personnel means, in the respect of the Services, the person/people that the Contractor
employs in order to provide the Services, including subcontractors that the Contractor
may engage.
Services means the services described in Item 4 of the Schedule.
Sales Form means an agreement to be completed or that has been completed by the
Contractor to arrange for the rendering of services by the client.

2. CONTRACTOR’S OBLIGATIONS
2.1 Services
The Contractor shall provide and perform the Services as described in Item 4 of
the Schedule from the Commencement Date.
2.2 Professional standard of care
The Contractor must ensure that the Services are performed in a diligent and
professional manner and to the standard of skill and care expected of a professional

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experienced in the provision of the type of services required by the Company under
this Agreement. The Contractor must continually use its best endeavours to promote
the interests and welfare of the Company.
2.3 Defective performance
The Contractor guarantees that if there is a defect in the performance of the
Services the Contractor will remedy the defect or redo the Services at no additional
cost to the Company.
2.4 Quality of Services
If we give you verbal or written notice of any deficiency in the performance of the
Services, you must use your best efforts to correct any such deficiency immediately.
You agree to:
(a) Ensure all representations made in relation to the Clients are consistent with
information provided by us, our Client Coordinator or the Client from time to
time;
(b) Ensure that all statements and/or representations made by Agent on any
matters directly or indirectly associated with the Company are at all times
within authorised and approved guidelines laid down by “The Green Army”,
whether in writing or orally or through performance. Agent expressly agrees
that any breach of the foregoing by way of false or misleading statements or
representation will result in the immediate cancellation of this agreement with
full forfeiture of all commissions.
2.5 Licence/Qualifications
The Contractor must ensure that it, together with its employees and subcontractors
hold the requisite licence(s) and qualification(s) to legally perform the services. The
Contractor must be registered for GST.
2.6 Contractor knowledge of requirements of the Company
The Contractor agrees that it will fully abide by the terms and conditions of the
Company’s policies and procedures relating to confidentiality, intellectual property,
equal opportunity, and bullying and harassment.
2.7 Contractor knowledge of industry legislation
The Contractor agrees that it will fully abide by any relevant and related legislation
applicable to services provided in accordance with this agreement. You must observe
and comply with the provisions of the Australian Consumer Law, including but not
limited to:
(a) Australian Consumer Law - Avoiding Unfair Business Practices
http://www.consumerlaw.gov.au/content/the_acl/downloads/CACHE_DUVIE=a3e8a
ea8bd182233ead57b79e11f2b9d/business_practices_guide.pdf
(b) Australian Consumer Law – Sales Practices
http://www.consumerlaw.gov.au/content/the_acl/downloads/CACHE_DUVIE=7ec3d
a829eece5646263f200f730da0b/sales_practices_guide.pdf
2.8 Engagement in other activities
The Contractor is free to engage in other business activities at any time when the
Services are not required to be performed under this Agreement provided that the
provision of the Services by the Contractor under this Agreement is not affected
or prejudiced in any way, or may create a potential conflict of interest.

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2.9 Contractor’s relationship with the Company

The relationship between the Contractor and the Company is that of principal and
contractor. Nothing in this Agreement is to be construed as constituting the
Contractor or any employee of the Contractor and the Company as partners. Nor shall
this Agreement be construed as creating the relationship of employer and employee
between the Contractor and the Company or between any employee or director of
the Contractor and the Company.
2.10 Assignment of Service performance
The Contractor may assign and/or subcontract any part of the Services with the
prior written consent of the Company. Such consent will not be unreasonably
withheld.
Any consent given by the Company permitting the Contractor to subcontract or
assign any portion of the Services does not relieve the Contractor of its obligations
and liabilities under this Agreement.
2.11 Privity
This Agreement is subject to the rules of privity and neither party can bind a third
party to this Agreement.
2.12 Product, Compliance, WHS Training
You agree to attend any essential operative training provided or organised from time
to time by us, a Client or their nominees regarding products and Services, relevant
legislation and the industry codes of conduct for the Services. You must not perform
Services during and are not entitled to any payment for any period of essential
operative training. You must carry out the Services correctly and in accordance with
all Australian State and Federal laws at all times. You are not obliged to attend any
non-essential educational forums that may be available from time to time.
2.13 Remuneration of Personnel
The Contractor is liable to pay all Personnel for Services provided under this
Agreement.
The Contractor must pay all payroll tax due in respect of the Personnel who provide
Services under this Agreement as required.
3. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
3.1 The Contractor must ensure that the Confidential Information is:
(a) maintained confidential
(b) not disclosed to or used by any third party without the Company’s written
consent
(c) only used for the purpose of the Company’s business and the performance of
the Services
(d) not appropriated, copied, memorised, reproduced or reverse engineered for the
Contractor’s or any other person's use and
(e) not removed from the Company’s place of business without the Company’s
written consent.
3.2 All Confidential Information remains the exclusive property of the Company and no
rights in respect of Confidential Information are granted or conveyed to the
Contractor. In the event that the Contractor is legally required to disclose any
Confidential Information, the Contractor must immediately notify the Company of

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that fact.
3.3 The Contractor acknowledges that any Intellectual Property created during the
course of this Agreement is the property of the Company. The Contractor must
disclose to the Company all Intellectual Property created by it during the course of
this Agreement.
3.4 The Contractor consents to any acts or omissions (both past and future) by the
Company which, apart from this clause, would infringe their moral rights (as defined
in the Copyright Amendment (Moral Rights) Act 2000 (Cth)) in any works made or to
be made by them in the course of this Agreement.
3.5 The Contractor must, both during and after the term of this Agreement, do all
necessary acts and things and sign all necessary documents as the Company
reasonably requires to secure the Company’s Intellectual Property created during
the course of this Agreement.
3.6 The Contractor acknowledges that if the Contractor breaches this clause, then the
Company may seek injunctive relief at the Contractor’s cost in respect of the breach.
3.7 The Contractor irrevocably appoints the Company to be its attorney for the purpose
of executing any agreement and doing anything necessary to give effect to this
clause.
3.8 Return of materials
Upon demand or upon termination or expiration of the Agreement, you must (subject
to any documents or records required to be maintained by law or the Agreement):
(a) deliver to us all Confidential Information in your possession within 24 hours;
and
(b) delete, erase, destroy (or certify the destruction of) all Confidential
Information contained in computer memory, magnetic, optical, laser, electronic,
or other media in your possession or control, which is not capable of delivery to
us.
3.9 Prohibited activities
(a) You will not conduct any audio or visual recording of activity, or engage in social
media activity in any meetings, workshops, conventions, seminars or other
educational forums of us, the Client or our Client Coordinator at any time unless
otherwise agreed.
(b) You acknowledge that we may suffer serious detriment if you breach this clause
and among other things, we are entitled to apply for an injunction to prevent
your breach of this clause. This clause survives any termination of this
Agreement.
4. FEE
4.1 Payment of fees
You will receive commissions as outlined in the attached current commission schedule
inclusive of GST. In addition to this we may negotiate incentives and payments from
time to time.
All commissions will be based on the installed data provided by the client.
All final owing Commissions pursuant to, but not limited to, clause 8 of this
Agreement are subject to being held for 120 days from the date of termination of
contract to allow time to be installed, paid by the client and time to insure against

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potential cancellation/rejection or complaint.

4.2 Calculation of Fees
The fees payable for each Sales Form will be calculated as follows:
a) the Sales Form Fee (as specified in commission Schedule) for each Accepted
Sales Form during the Weekly Collection Period;
b) no fee for any Rejected Sales Form; and
c) no Fee for any Cancelled Sales Form;
4.3 Initial Weekly Payment
You will be pre -paid the Weekly Payment Amount by close of business on the date
designated as the payment date by the Company. The first payment will occur on
Friday in Week 2. You will be paid in Week 2 for all signed Sales Forms submitted
to and accepted by us, and the relevant Client by Saturday in Week 1. The week runs
from Monday through to Sunday.
4.4 Bank Account
We will pay the Fees into the nominated Bank Account unless other arrangements
are negotiated between us.

4.5 Details of payment

(a) Each Weekly Period, we will provide to you a PAYG summary that details the
total number of Accepted Sales Forms, Rejected Sales Forms and Cancelled
Sales Forms and any deductions from the Security Bond.
4.6 Rejects
If a submitted Sales Form is rejected, or cancelled by the customer under any right
provided by law we may:
(a) not pay the Fee that may otherwise be payable in respect of the Rejected Sales
Form;
(b) demand repayment from you of any amount paid to you in respect of the
Rejected Sales Form including any additional negotiated fee (Rejected
Repayment Amount);
(c) deduct any Rejected Repayment Amount from future payments to you; or
(d) deduct any Rejected Repayment Amount from the Security Bond in accordance
with the security bond clause.
4.7 Changes to the Fees
We may increase or decrease the Fees from time to time with at least 24 hours’ notice.

5. TAX AND EXPENSES

5.1 PAYG
(a) You must provide us with:
(b) your ABN; and
(c) such other information and assistance as we may reasonably require to enable
us to comply with our PAYG obligations under the Taxation Administration Act
1953. We will not be obliged to make any payments to you under this Agreement
until you have complied with these obligations.
We will not reimburse you for any expenses incurred by you in the performance of the
Services.

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You are responsible for your own taxes, social security, Medicare, superannuation, and
any other government obligations arising out of the work or occupation of Agent, as “The
Green Army ” will neither withhold such sums nor pay over such sums on behalf of Agent.
You will sell the products we supply for the price we outline when receiving these
products.

6. OUR PREMISES
Unless otherwise agreed between the parties the Contractor will not conduct any audio
or visual recording of activity, or engage in social media activity on the premises.
7. LIMITATION OF LIABILITY
7.1 We are not liable for any loss, damage or liability in connection with this Agreement.
7.2 Liability
If we suffer any loss or damage as a result of:
(a) a breach by you of any of the terms and conditions of this Agreement; or
(b) your acts or omissions,
you acknowledge your liability to us for any such loss or damage, even if that loss or
damage is suffered after the termination of this Agreement. This clause survives
any termination of this Agreement.
8. SECURITY BOND
To allow for pre-payment of sales, the first $200 fromyour sales shall be held by the company as bond.
Any zero deposit sales, where the 2nd part is owing in your last week will also be held as part of the security bond
to allow time for those sales to be installed.
The bond (less any cancellations) is fully refundable 90 days after termination of this contract.
9. INVOICES
9.1 To obtain payment, the Contractor agrees to submit an itemised invoice, which
complies with all relevant legislation, including but not limited to the law relating to
taxation.
9.2 Invoices must be forwarded by the Contractor to the Company weekly and shall
include:
(a) the title of the Services provided
(b) the Company's full name
(c) sufficient detail to allow the Company to obtain a clear understanding of the
work that has been performed and to which the charges relate
(d) all things necessary to ensure that the invoice is also a tax invoice for the
purposes of any relevant GST which may apply, that enables the Company to
claim input tax credits and
(e) the tax invoice must include:
i the Australian Business Number (ABN) of the entity that issues it
ii the price of the supply (inclusive of GST)
iii the words “tax invoice” prominently on the document
iv the date of issue of the tax invoice and
v title of the service.
9.3 On receipt of payment of the invoice from the Company, the Contractor must, if so
requested, provide the Company with a written undertaking to confirm that it has
paid its employees for the period to which the invoice relates.
9.4 The Company can withhold payment of any amount which it reasonably disputes and

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can set off from any payment to the Contractor any amount that the Contractor
owes the Company under this Agreement or otherwise.
9.5 The parties agree that each party must immediately notify the other party if it
ceases to be registered for GST purposes or for any other reason is unable to
lawfully comply with this clause.
10. DAILY REPORTING
At the end of each day or at such other times specified by us, the Contractor must:
(a) complete a Reconciliation email that outlines the number of completed Sales
Forms you are claiming payment for; and
(b) if required a Potential Problem Form outlining any potential breaches of the
Australian Consumer Law.
We may amend or add to any of the forms listed above from time to time as required by the
Client or any government entity.
11. AUDIT
You will use all reasonable efforts to ensure that we, the Client or any government entity
may at any reasonable time audit all books and records in relation to the Services. Your
business compliance and records, whether for yourself, your contractors or employees,
are your responsibility.
12. EQUIPMENT AND EXPENSES
12.1 The Contractor is expected, at its own expense, to supply any equipment necessary
to perform the Services.
12.2 The Company may agree to provide the Contractor with tools and equipment
(promotional material) required for the Contractor to carry out the Services. Any
provision of tools and equipment will be taken into account when determining the Fee
under this Agreement.
12.3 Where provided the Contractor must protect and keep safe and secure any and all
tools, equipment, property, documents and other materials provided by the Company
to the Contractor.
12.4 Upon the termination of this Agreement for whatever reason, the Contractor must
promptly, and without further demand, return to the Company all Company Property
which is in the Contractor’s possession or control.
12.5 If the Contractor fails to return Company Property, the Company may withhold all or
part of any payments which might otherwise be due to the Contractor until such time
that the Company Property is returned.
12.6 Except directly in performing the Services or with the prior written consent of the
Client you must not:
(a) make, publish or issue an advertisement, representation or statement in
relation to the Services, the Clients or our Client Coordinator; or
(b) use any trademarks, names, logos or other intellectual property of any other
entity.
12.7 Privacy of personal information
You must:
(a) ensure that personal information relating to customers is kept secure and is
not subject to any unauthorized access; and
(b) comply with all laws and applicable policies concerning privacy including the

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Privacy Act 1988 (Cth), the National Privacy Principles and any policy or
principles identified by us, our Client Coordinator or the Client(s) from time to
time.
(c) This clause survives the termination of this Agreement.
13. CASH COLLECTION
13.1 In the event the Agent collects any moneys payable from sales of the Product, he
must forward those moneys to the Company on a daily basis without any failure.
13.2 Or if agreed prior, within twenty-four (24) hours of receipt of those monies.
14. TERMINATION OF AGREEMENT
14.1 The Company may terminate this Agreement by verbal or written confirmation. In
the event that the Company terminates this Agreement, the Contractor will:
(a) be paid any amount owing to the Contractor in respect of services provided up
to and including the date of termination
(b) not be entitled to any notice of the termination or payment in lieu of notice of
termination and
(c) not be entitled to any compensation other than as specifically provided for in
this Agreement.
14.2 The Company may terminate this Agreement immediately if the Contractor becomes
insolvent or bankrupt within the meaning of either section 9 of the Corporations Act
2001 (Cth) or the Bankruptcy Act 1966 (Cth).
14.3 The Contractor may terminate this Agreement by way of written or verbal
confirmation.
14.4 Contractor’s continuing liability
(a) Termination of this Agreement by the Company will not release the Contractor
from liability in respect of any breach or non-performance of any obligation
under this Agreement.
(b) Termination of this Agreement by either party will not release the Contractor
from the Confidentiality and Intellectual Property obligations of this
Agreement.
(c) Upon termination the Company will be entitled to reimbursement of the
following costs:
i Company Property that is not returned in good working order immediately
on termination of this Agreement and
ii any overpayment or other monetary benefits.

The Company may recover these amounts by setting-off against any amount
owed to the Contractor by the Company.

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In the event that this agreement must be terminated the Company may at its
14.5
absolute discretion retain any monies otherwise due to the Contractor for
commission on account of monies that may be due to the Company from the
Contractor or refundable to a client arising out of the performance of obligations
under this Agreement by the Contractor.
14.6 Monies shall not be unreasonably retained in accordance with clause 14.5 for more
than three months unless the Company provides reasons for such retention. Monies
may be reasonably retained on this basis where there have been concerns raised in
relation to your dealings by the client in respect of one or more commissions earned.
14.7 If this Agreement is suspended or terminated, you must immediately provide us with
any Sales Forms that have been supplied to you, these remain the property of the
Client and are subject to the terms of this Agreement.
15. NON-SOLICITATION
15.1 In this provision, client means any person, firm or company who at any time during
the period of 12 months prior to the cessation of this agreement was solicited or
contacted by the Company in respect of the part or parts of the business in which
you were providing a service.
15.2 From the date this agreement ceases, the Contractor agrees that it will not directly
or indirectly, whether for the Contractor’s own benefit or for the benefit of another
entity, solicit, canvass, approach (or attempt to solicit, canvass or approach) or
accept an approach from a client of the Company for a period of:
(a) Twelve months;
(b) Six months; or
(c) Three months.
15.3 The above obligations will apply only in respect of any contact that competes, or may
be perceived to compete, with the provision of any services in relation to residential
or commercial energy, including but not limited to the installation of solar power
functionality.
15.4 Each of the above obligations are separate and independent obligations. In the event
that one or more of the obligations are found to be unenforceable, the remaining
obligations will continue to apply.
15.5 The Contractor acknowledges that each of the above restrictions are reasonable and
necessary to protect the Company's legitimate interest.
15.6 The Contractor acknowledges that the Contractor will be liable in damages (including
punitive or special damages) arising out of the breach of any of the terms of this
provision.
15.7 The Contractor expressly agrees that during and after the termination of this
Agreement for any reason, will not directly or indirectly, personally or by or through
agents, representatives, successors, assigns or other persons, recruit, attempt to
recruit or contact in relation to any business activity that competes or is perceived
to compete with the Company, any past or current contractors for any reason
whatsoever, without the prior express and written consent of the Company, for a
period of two years following such termination.
16. WARRANTIES AND INDEMNITIES
16.1 The Contractor warrants that:

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(a)
no conflict of interest exists which may prejudice the performance of its
obligations under this Agreement and agrees to declare any conflict should it
arise in the future and
(b) the Contractor has obtained and will continue to maintain all permits, visas and
licenses necessary for the lawful performance of the Services and agree to
provide evidence of this to the Company’s satisfaction.
16.2 The Contractor must indemnify and keep the Company indemnified at all times
against any Claim whatsoever against the Company by any person arising directly or
indirectly out of the provision of the Services under this Agreement or out of any
breach of this Agreement by the Contractor.
17. WORK HEALTH AND SAFETY
17.1 The Company is required to comply with health and safety laws to maintain a safe
and healthy workplace.
17.2 The Contractor is required to adhere to the Company’s work health and safety
policies and procedures as amended from time to time.
17.3 As an Independent Contractor it is imperative that you operate your business in
compliance with all laws and codes and the requirements of the Client(s).
17.4 You agree to attend any essential operative training provided or organised from time
to time by us, our Client Coordinator, a Client or their nominees regarding products
and services, relevant legislation and the industry codes of conduct for the Services.
You must not perform Services during and are not entitled to any payment for any
period of essential operative training. You must carry out the Services correctly and
in accordance with all Australian State and Federal laws at all times. You are not
obliged to attend any non-essential educational forums that may be available from
time to time.
18. THIRD PARTIES
18.1 Neither party can bind the other to any agreement with a third party.
19. REPUTATION
19.1 In relation to any complaints received;
(a) You must take any corrective action that is appropriate to ensure that any
issues which have led to those complaints arising have been rectified.
(b) If a written response is required for a complaint, you must reply within 24
hours. Failure to do so may result in the suspension or termination of this
Agreement.
(c) If we receive a complaint from a customer about you, or we form the view that
you have committed an act, which could reasonably be expected to harm our
reputation, this Agreement will be terminated.
20. OTHER BUSINESS ACTIVITIES
20.1 You are free to engage in any other business activity during the term of this
Agreement except:
20.2 during the term of this Agreement the Contractor further agrees that Agent may
not directly or indirectly, personally or by or through agents, representatives,
successors, assigns or other persons represent any other Solar suppliers or
manufacturer including Solar Naturally Pty Ltd and not to sell or market any products
or services that is similar in any shape or form to what the Company is selling or

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marketing for a period of one year following termination of this agreement for
whatever reason without the prior written consent of the Company.
21. SUBCONTRACTING
You may subcontract other persons to perform the Services under this Agreement
provided that they are suitably qualified to execute the services in accordance with this
Agreement. You are solely responsible for any subcontractors or employees. For the
avoidance of doubt neither we, nor our Client Coordinator nor any Client are responsible
for any payments or any other requirement in relation to your subcontractors and staff.
22. GOVERNING LAW
This Agreement is governed by the law of the State, Territory or, if applicable, the
Commonwealth described in Item 7 of the Schedule. The parties submit to the non-
exclusive jurisdiction of the Courts of the jurisdiction specified in Item 7 of the Schedule
and any court hearing appeals from those courts.
23. VARIATION
This Agreement is issued without alteration, deletion or erasure. By signing this
Agreement the Contractor acknowledges that no verbal variations have been or will be
made to this Agreement and any variation must be made in writing and signed by both
parties to this Agreement.

SIGNED BY AN AUTHORISED OFFICER

OF THE COMPANY
..............................................
......................................................... Witness
Authorised Officer Chloe Singleton

Chloe Singleton
..............................................
......................................................... Name of Witness (printed)
Title of Authorised Officer
22/1/2024
..............................................
Dated

SIGNED BY THE CONTRACTOR

......................................................... .............................................
Contractor Witness
22/1/2024 Chloe Singleton
.............................................. ..............................................
Dated Name of Witness (printed)

SCHEDULE

22/1/2024
Item 1 Date of Agreement

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1/10 Weddon Road, Forrestdale WA 6112

Item 2 Company name and details
Australia (ABN 89 622 422 342)
Contractor name, Address &
Item 3
ABN:

Item 4 Services Leads

22/1/2024
Item 5 Commencement Date

Item 6 Fee Per the attached Commission Schedule

Item 7 Governing law Western Australia

After termination of this Agreement, the

balance of the security bond is to be retained
Item 8 Security Bond
by us for 120 days before repayment of the
remaining balance owed to you.

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