Patona Pty Ltd
Service Agreement

This Team as a Service Agreement (“Agreement”) is made and entered into by and between:

PATONA DIGITAL PTY LTD (ABN 92 654 805 437)  ("PATONA");
– and –

WHEREAS, PATONA is an independent service provider with the necessary capital, equipment and expertise, primarily engaged in the business of providing professional services;
WHEREAS, CLIENT is in need of an independent contractor capable of providing Professional Services;
WHEREAS, PATONA has offered its services and expertise to perform the provision of Professional Services for CLIENT and the latter has accepted the offer;
NOW THEREFORE, for and in consideration of the foregoing premises, the parties hereto have agreed as follows:

Section I. Effectivity and term of this agreement

A. This Agreement shall take effect on the date of provisioning of the Patona platform.

B. The Agreement shall remain in effect until terminated in accordance with the terms below.

C. The CLIENT may, at any time, terminate this Agreement, as mentioned in Section I, upon prior written notice to PATONA of at least Ninety (90) days. The CLIENT shall be required to pay all the fees due hereunder until the termination date of this Agreement and follow applicable labour laws.

D. Both parties may terminate this Agreement in the event of a material breach made by the BREACHING PARTY, by serving a written notice (Notice of Breach) to said BREACHING PARTY. The BREACHING PARTY shall be given a period of fifteen (15) calendar days counted from the receipt of Notice of Breach to correct or remedy the said material breach, otherwise the Agreement shall be automatically terminated, without need of judicial action. Any payments due to the NON-BREACHING PARTY shall be due immediately and shall be made within three (3) banking days from the date of termination of the Agreement. The Notice of Breach  must describe with particularity the material breach alleged to have been committed by the BREACHING PARTY and that this is without prejudice to the right of either Party to pursue any other appropriate legal action against the BREACHING PARTY.

Section II. Scope of services

A. PATONA shall provide the following services to the CLIENT:
Team as a Service. PATONA shall provide the CLIENT with the necessary Personnel (PATONA and/or third party Personnel) to assist with the accomplishment of the professional service. If PATONA subcontracts all or any part of its obligations under this Agreement to a third party (Third Party), it will not be discharged from any liability under this Agreement, and will be liable for the acts or omissions of the Third Party and any personnel engaged by the Third Party (Third Party Personnel).  In this regard, both PATONA and the CLIENT agree to abide by the terms and conditions stated in Appendix A herein in relation to the management and supervision of the Personnel to be assigned to the CLIENT account. To avoid doubt, a reference to Personnel includes persons engaged by or on behalf of PATONA and any Third Party Personnel.

B. In performing its obligations under this Agreement, PATONA agrees that it will supply the services and the Personnel to perform the following obligations under this Agreement:
1. in accordance with this Agreement;
2. with due care, skill and diligence;
3. in a timely and professional manner;
4. in accordance with all applicable laws and standards;  
5. in a manner which will be fit for its intended purpose;
6. in accordance with all reasonable instructions from the CLIENT; and
7. with the degree of skill, care and diligence expected of a contractor performing the same or similar services

C. PATONA will at its own expense replace any personnel that have been supplied and deemed not suitable for the role.

D. PATONA undertakes to provide all Personnel with a serviced office environment as detailed in Section V and all other materials, equipment and resources necessary so as to allow the Personnel to perform their obligations under its own cost.

E. PATONA must require all Personnel assigned to the CLIENT’s account to sign, and will procure that they comply with, an agreement that requires such Personnel to:
a. in terms that are substantially consistent with those set out in Section VI below, not disclose the CLIENT’s Confidential Information and agree that any intellectual property created during the services contemplated by this Agreement shall remain with or be assigned to the CLIENT;
b. not gain unauthorised access to any of the CLIENT’s data, or any environment, system, Confidential Information or Intellectual Property of the CLIENT;
c. maintain the confidentiality and security of any account details or passwords;
d. comply with all obligations under all privacy and security laws applicable at all times;
e. not publish, post, upload or otherwise transmit data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with information or property of any person;
f. not use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CLIENT without express permission;
g. comply with any other security requirements or policies of the CLIENT, as may be provided from time to time.
h. comply with any other policies or procedures prescribed by the CLIENT from time to time; and
i. undergo applicable compliance training as assigned by the CLIENT.

Section III. Team personnel

A. PATONA shall provide the CLIENT with Personnel in accordance with the qualifications set forth by the CLIENT under paragraph B hereof.

B. Prior to the hiring and assignment of Personnel to the CLIENT’s account, the CLIENT shall supply PATONA with:
1. The positions to be occupied by the Personnel;
2. A job description for each position type;
3. The qualifications for each position;
4. Related tools or methods specific to the CLIENT (e.g. company values, technical exams, etc.), necessary in determining the qualifications of the Personnel;
5. A list of the work performance expectations from the prospective Personnel;
6. Conduct expectations from the prospective Personnel; and
7. Any other related method for evaluating Personnel’s performance;

C. PATONA shall screen Personnel in accordance with its standard hiring procedures, which must include police/criminal background checks. The CLIENT may require Personnel to undergo additional checks.

D. PATONA shall ensure that it, and its Personnel, do not have any actual, apparent or perceived conflict of interest in providing services under this Agreement to the CLIENT and PATONA must implement appropriate screening processes to ensure any conflicts are promptly identified and addressed throughout the term of the Agreement.

E. The terms and conditions for supervising the work to be performed by the Personnel providing services under this Agreement shall be governed by the terms and conditions set under Appendix A of this Agreement.

F. The CLIENT may, at any time, terminate Personnel provided by PATONA under this Agreement, upon prior written notice to PATONA of at least Thirty (30) days. The CLIENT shall be required to pay all the fees due hereunder until the termination date of the personnel.

Section IV. Fees

A. For and in consideration of the services to be rendered by the positions hired and assigned to CLIENT, the latter hereby agrees, during the term of this Agreement, to pay the fees as agreed by the parties. The agreed cost to the CLIENT shall be the cost of personnel (their salary) to PATONA and an additional margin as agreed in the fee schedule upon signing up to the platform or agreed in any additional contract amendments outside of this agreement.

B. Payment Procedure – The CLIENT shall receive an invoice of the MONTHLY FEES in Australian Dollars amounts on the last day of the billable month, the payment of which shall be made by the 14th day of the next month, and that invoice payment by CLIENT will cover PATONA’s expenses incurred by CLIENT for the billable month. Upon receipt of the invoice statement of account by the CLIENT, the amount stated therein shall be immediately due and demandable upon receipt, and the CLIENT has until the 14th day of the month to settle the amount due based on the invoice.

C. Currency Fluctuation - PATONA and the CLIENT agree that the applicable exchange rate between AUD and INR will be calculated as the average benchmark rate (per for the billable month + 2.5%.

D. Monthly fees will be charged at a fixed rate which is amortised yearly to cover sick leave and leave entitlements.  e.g if an employee takes leave the CLIENT will still be charged the same monthly fee even if the employee takes the full month off as part of their entitlements.

E. Any outstanding accrued leave entitlements shall be paid by the CLIENT at the termination of the employee.

Section V. Obligations of the parties

A. PATONA shall provide the CLIENT with the Personnel necessary who shall accomplish professional services.

B. PATONA undertakes to provide all Personnel with a serviced office environment with computer hardware with specifications sufficient to provide the services set out in this Agreement.

C. PATONA shall provide the Personnel with standard workstations with its own standard cablings.  In the event that CLIENT desires the workstations to have a different type or kind of cabling, the CLIENT shall pay for the cost of such desired cabling as well as any related expenses in the installation of the same.

D. PATONA shall only assign such Personnel to the services who have been approved by the CLIENT.

E. PATONA shall perform the contracted services in accordance with the scope and description set forth herein. CLIENT may, however, upon a written request, require PATONA to provide additional services or personnel, as the CLIENT may deem appropriate and necessary, subject to approval by PATONA and payment of the additional service fees agreed by the Parties, as provided under this Agreement.

F. PATONA agrees to follow all applicable labor laws, especially those relating to proper payment of salaries, termination, benefits and other labor regulations within the country from which the subject Personnel  were outsourced.

G. PATONA will maintain ownership of all equipment purchased by PATONA. Equipment must meet CLIENT’s minimum standards, which shall not be higher or more extensive than is reasonable in all the circumstances. CLIENT shall have the right to install their own Antivirus solution, must be provided with serial numbers of devices, and all devices must be wiped securely when services are terminated.

H. PATONA will assist the CLIENT in the purchase of any such new equipment/ computer/ hardware. Equipment purchased by the CLIENT will be of ownership of the CLIENT, provided further that any and all software installations and/or updates must originate from a genuine source. Any damage resulting by reason of the CLIENT’s installation of an unauthorized software or software from an unverified source, shall be for the CLIENT’s  exclusive account.

I. PATONA shall provide adequate security measures within its premises for the protection of its Personnel, office environment and the CLIENT’s or CLIENT’S PROJECT ACCOUNT REPRESENTATIVE’s account including through provision of a) a closed-circuit television system to monitor staff at all times and the CCTV and b) a Biometrics Door Access System to regulate access and record the identity of each person who enters the office and such other security measures as reasonably necessary.

J. PATONA shall ensure its premises have reasonable backup/redundancies for power and internet connectivity.

Section VI. Confidential information and inventions assignment

A. Confidentiality
1. Confidential Information. “Confidential Information” means, with respect to the CLIENT (the “Disclosing Party”), the Disclosing Party’s products, proposals relating to such products, and all pricing information relating to such products, and any and all information of the Disclosing Party that is provided to PATONA (the “Receiving Party”) including, but not limited to, concepts, data, drawings, proposals, specifications, programs, data models, data integration tools and techniques, code, programs and works as well as samples, specimens, copyright, patent and trademark applications or registrations, trade secrets, know-how, customers, customer lists, prospective customers, marketing plans, distribution plans, contracts, agreements, security systems and procedures, communications networks and systems, research and development activities, marketing activities, purchasing activities, accounting and financial records of the Disclosing Party and any other proprietary information, including information relating to the development, testing, manufacture, creating and licensing of data, software products, and services.

The Disclosing Party’s Confidential Information shall not include information that
a) is or becomes a part of the public domain through no act or omission of the Receiving Party;
b) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party;
c) is disclosed to the Receiving Party by a third party without restriction on disclosure;
d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
e) is required to be disclosed by law or other governmental authority.

Provided, however, that in the case of paragraph (e), the Receiving Party shall first have given notice to the Disclosing Party so that a protective order, if appropriate, may be sought by the Disclosing Party.

2. Non-Use and Non-Disclosure. The Receiving Party agrees to hold the Disclosing Party’s Confidential Information in strict confidence and not to disclose such Confidential Information to any third party or to use it for any purpose other than as specifically authorized by the Disclosing Party. The Receiving Party agrees that it shall employ commercially reasonable security measures to protect the Confidential Information of the Disclosing Party from unauthorized or inadvertent disclosure, including without limitation steps that it takes to protect its own Confidential Information.

3. Disclosure to Personnel. The Receiving Party may disclose the Disclosing Party’s Confidential Information only to those of its Personnel having a need to know and only to the extent necessary to enable the parties to adequately perform their respective responsibilities to each other. The Receiving Party must procure that Personnel comply with the confidentiality undertakings imposed on the Receiving Party under this Section.  

4. No copies of the Confidential Information shall be made by the Receiving Party except as may be necessary to perform its obligations under this Agreement. The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose other than that provided for herein, including, without limitation, creating any product, computer software program, or user documentation that is similar to or competitive with the Disclosing Party’s products. Further, the Receiving Party agrees not to remove any product identification, copyright or other proprietary notices from the products or the Confidential Information of the Disclosing Party or its suppliers. The Receiving Party acknowledges that the Confidential Information remains the property of the Disclosing Party at all times and nothing in the Agreement confers upon the Receiving Party any proprietary or other interest in the Confidential Information.

5. PATONA will indemnify and hold the CLIENT harmless against all costs, damages, liabilities, claims, expenses and losses suffered or incurred by the CLIENT as a result of, or in connection with, a breach of this paragraph A under this Section.

6. BOTH PARTIES agree to maintain the confidential nature of the confidential information notwithstanding the termination of the Agreement.

PATONA must return all documents and materials, regardless of form, which contain or embody Confidential Information, delete any electronic copies of Confidential Information and cease to use the Confidential Information or any part of it immediately when requested by the Disclosing Party to do so.

B. Inventions assignment
1. Definitions.
i. “Intellectual Property” means all intellectual and technological property of whatever kind including but not limited to all inventions, designs, patterns, packaging, circuit layouts, artwork, protocols, patents, formula, compositions, computer programs, mathematical equations, databases, trade secrets, know-how, processes, application, treatment and methodology, trademarks, brand names, domain names, internet addresses, logos, words and phraseology, including all other non-descript material, documents and merchandise, copyright material, all registrable and non-registrable designs, registered or unregistered patents, trademarks, service marks, know-how, business names and all mental and human thoughts, ideas and intellect.
ii. “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other industrial or intellectual property rights recognized under international laws and treaties, whether registrable or not, including in respect of Intellectual Property.
iii. “Moral Rights” means the right of the author to exercise acts of ownership over his work such as but not limited to alteration, distortion, and  recognition of authorship.

2. Assigned Inventions. PATONA hereby irrevocably assigns to CLIENT all PATONA’s right, title, and interest in and to any and all works, documents, concepts, designs and software (Inventions) (and all Intellectual Property Rights with respect thereto) arising out of the services provided by or on behalf of PATONA under this Agreement.

3. PATONA must procure that each of its Personnel and any Third Party involved in delivering services under the Agreement irrevocably assign to the CLIENT all right, title and interest in the Inventions and all Intellectual Property Rights with respect thereto on the terms set out in paragraph (2).

4. During and after the term of the Agreement, PATONA must, and must procure that each of its Personnel and any Third-Party:  
a) comply with any request by the CLIENT to execute any document or take any step necessary to transfer ownership of the rights referred to in paragraph (2) to the CLIENT;
b) deliver into the physical possession and control of the CLIENT all material forms and embodiments (including those stored in electronic or similar media) of the rights referred to in paragraph (2); and
c) execute any documents and do all things reasonably requested by the CLIENT to obtain, enforce or defend any right referred to in paragraph (2).

5. Any assignment of Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to CLIENT and to the extent the following is allowed by the laws in any country where Moral Rights exist, PATONA hereby unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims and causes of action of any kind against CLIENT or related to CLIENT’s customers, with respect to such rights, and will procure the same waivers from any Third Party and its Personnel. PATONA further acknowledges and agrees that neither PATONA’s Personnel, successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any Intellectual Property Rights with respect thereto). To the extent any of the rights, title or interest in or to Inventions cannot be assigned by PATONA to the CLIENT, PATONA hereby grants CLIENT a exclusive, perpetual, fully- paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Invention.

Provided that, the  above shall not authorize the CLIENT to: (a) use the PATONA’s name, or the title of its work, or otherwise to make use of PATONA’s reputation with respect to any version or adaptation of its work which, because of alterations therein, would substantially tend to injure the literary or artistic reputation of another author; or (b) to use PATONA’s name with respect to a work that it did not create. Provided further, that if any of PATONA’s Background IP is included or incorporated into the Inventions, then PATONA grants CLIENT with a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide licence to use the Background IP in connection with the Invention. PATONA warrants and represents that it has the legal right and entitlement to grant the licence to its Background IP to the CLIENT as contemplated in this Section.

All expenses that may result by reason of the assignment of inventions such as but not limited to transfer documentation, taxes, Intellectual Property registration, and upkeep fees, shall be shouldered by the CLIENT.

Notwithstanding anything to the contrary hereunder, each Party will retain all right, title and interest in Intellectual Property Rights owned by or otherwise licensed to a party before the commence of services under this Agreement (Background IP).

Section VIIA. Privacy

A. PATONA must comply with the requirements of the Privacy Act 1988 (Cth) in relation to any Personal Information it receives or which is otherwise made available by the CLIENT.

B. PATONA must:
1. immediately notify the CLIENT in writing in the event that any Personal Information supplied or collected from the CLIENT is subject to, or suspected to be subject to, a Data Breach or attempted Data Breach;
2. take immediate steps to contain, investigate, mitigate and remediate any Data Breach or attempted Data Breach; and
3. cooperate in good faith and provide all reasonable assistance to the CLIENT in relation to the Data Breach, including to enable the CLIENT to comply with its obligations under the relevant privacy laws in relation to the Data Breach.

C. For the purposes of this clause:
1.Personal Information” has the same meaning as in the Privacy Act 1988 (Cth).
2.Data Breach” means any event in which Personal Information is lost or subjected to unauthorised access, modification, use or disclosure or other misuse.

Section VII. Representations and warranties

A. PATONA represents and warrants to CLIENT that it is a duly registered company under Australian law with the necessary capital, equipment and expertise to independently perform all its obligations under this Agreement.

B. CLIENT represents and warrants to PATONA that CLIENT is a duly registered corporation under the laws of Australia, with full right, power and authority to enter into this  Agreement.

C. CLIENT warrants that it has the necessary capital to independently perform its obligations under this Agreement.

D. CLIENT warrants that by entering into this Agreement, it shall not violate any laws of Australia, including but not limited to labor and taxation laws.

E. PATONA represents and warrants to CLIENT that (i) PATONA possesses the business, professional and technical expertise and the resources, to perform its obligations under this Agreement; (ii) PATONA is aware of the standards and services required by the CLIENT under Section III par. B of this Agreement; and (iii) PATONA possesses, as of the date of this Agreement, and shall maintain in effect for the term of this Agreement, the requisite permits, licenses, certificates, insurances and approvals under any applicable law to perform its Services under this Agreement.

F. PATONA shall exercise reasonable care and diligence to ensure that all Personnel hired and assigned under the CLIENT’s account shall be in accordance with Section III paragraph B of this Agreement.

G. PATONA represents and warrants that it shall ensure implementation of appropriate security measures to guard against unauthorized access to computer hardware and other equipment and/or software possessed and used by PATONA to provide the Services so that CLIENT data will be maintained accurately and safeguarded.

H. Without limiting clause VII.E. PATONA represents and warrants that it will, at its own expense, effect and maintain such insurances throughout the term of the Agreement that a reasonable and prudent person operating a business substantially similar to that conducted by PATONA would effect and maintain.

Section VIII. Indemnification and liability

A. PATONA will defend, indemnify and hold harmless CLIENT, its officers and directors, from and  against  any and all losses, liabilities, claims, damages, expenses and costs (including reasonable attorney’s fees) (“Losses”) resulting from third party claims, demands, suits or proceedings arising out of:

1. All issues related to the employment of the Personnel who perform services for CLIENT under this Agreement, including without limitation income tax withholding, employment taxes, employee benefits, and any actual or alleged violation of any employment-related laws, including without limitation those regarding discrimination, harassment, retaliation, termination, background checks, leaves of  absence, the amount, time, place, and manner of wage payments during employment or at termination, and all other wage and hour laws, including but  not limited to those governing the provision of accurate itemized wage statements, expense reimbursement, and paid time off.

2. PATONA’s, or any of the Personnel’s, negligence, recklessness, willful, or  intentional misconduct in  the  course  of activities carried out in connection with this Agreement.

3. Any breach by PATONA or the Personnel of this Agreement;

4. Any of PATONA’s Personnel not having the necessary and correct visa or other travel requirements required to provide the services required by the CLIENT; and

5. Any infringement by PATONA (or any of the Personnel) or any of its subcontractors of any third party rights (including any third party Intellectual Property Rights).

6. The death or personal injury of any Personnel or any property damage caused by Personnel in undertaking the services under the Agreement.  
Provided that, in relation to items 1 to 4 above, PATONA shall have no obligation to indemnify, defend, or hold harmless CLIENT to the extent of any Losses caused by CLIENT’s negligence,  recklessness, willful, or intentional misconduct or material breach of its duties under this Agreement.

Section IX.   General provisions

A. This Agreement is non-exclusive and shall not in any manner prohibit or preclude either Party from entering into similar agreements with other parties for the same purpose.

B. PATONA’s relationship with CLIENT will be that of an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. PATONA will be solely responsible for all tax returns and payments required to be filed  with  or made to any government and its agencies with respect to PATONA’s performance of services and receipt by Personnel of compensation. PATONA acknowledges that all Personnel are not Personnel or agents of CLIENT and will not be entitled to any of CLIENT’s employee benefits.

C. PATONA shall not transfer or assign all or any of its rights, obligations or benefits hereunder to any third party without the prior consent in writing of the CLIENT.

D. All notices, demands or other communication given by either Party pursuant to the provisions of this Agreement shall be in writing and shall be sufficiently sent by prepaid registered post to the other Party at the registered office of that Party or at the address specified in this Agreement.

E. Neither Party hereto shall be responsible for delays or failures in performance resulting from acts beyond its reasonable control and without its fault or negligence. Such excusable delays or failures may be caused by, among other things, riots, rebellions, accidental explosions, floods, storms, acts of God and similar occurrences. The Party claiming such force majeure condition shall notify the other Party as promptly as practicable after such Party becomes aware of the occurrence of such force majeure condition. If there is any such delay, then the periods for the completion of the Parties' obligations hereunder shall be automatically extended by the period of such delay. Notwithstanding the provisions hereof, in every case, the Party claiming excusable delay shall exercise all reasonable efforts to mitigate the extent of such delay or failure.

F. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver, amendment or modification is sought to be enforced. Failure or delay by either Party in exercising any right, power or remedy under this Agreement shall not be construed as a waiver of the right power or remedy. Waiver of any term or condition of this Agreement shall not be construed as a waiver of any other term or condition.

G. The validity, construction and performance of the terms and conditions of this Agreement shall be governed by the laws of Victoria, Australia.

H. This Agreement constitutes the complete and final agreement between the parties and supersedes any and all prior agreements and negotiations concerning the subject matter of this Agreement.

I. If any provision of this Agreement is rendered void by a court or tribunal of competent jurisdiction, the other provisions shall not be affected thereby.

J. Consents or approvals: Except as provided in this Agreement, a Party may give, attach conditions to or withhold any consent or approval under this Agreement at its sole and absolute discretion.  A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions.

K. Assignment: PATONA may not assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the CLIENT’s prior written consent.  Any purported dealing in breach of this Par. K is of no force or effect.

L. Powers, rights and remedies: Except as provided in this Agreement or permitted by law, the powers, rights and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies the Party may have.

M. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

N. Entire understanding: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

O. Amendment: This Agreement may only be amended by a written instrument executed by all Parties.  

P. Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.

Q. Costs and expenses: Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation and execution of this Agreement and any instrument relating to it.

R. Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.

Section X.  Disputes

A. Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Document (including any question regarding its existence, validity or termination) (Dispute) without first meeting with the other Party to seek (in good faith) to resolve the Dispute.

B. If the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to  the Resolution Institute to have a mediator appointed.  Each party must bear the mediator’s fees equally, but pay their own costs and expenses in relation to the mediation.  

C. The dispute resolution process will be deemed to be complied with if:
1. the mediation is concluded, but the Dispute is not resolved; or
2. The Dispute is not resolved within 2 months after the Parties first meet to resolve the Dispute.
Nothing in this clause will prevent a Party from seeking urgent injunctive or declaratory relief.


Terms and conditions for staff management and supervision

1. The CLIENT may retain a general supervision role over the assigned Personnel to ensure the accomplishment of the desired result under the Agreement, provided that such authority granted to the CLIENT by PATONA shall be strictly limited to the general supervision and performance of the work of the Personnel.

2. The work to be performed by the personnel providing services under this Agreement will be set out by CLIENT. The Personnel will be required to report the results of the work, to the extent required by CLIENT, to CLIENT’s project manager or other designated officials.

3. The CLIENT will have the authority to evaluate the Personnel to be provided by PATONA in performing the agreed services. If, in the CLIENT’s discretion, the CLIENT determines that such Personnel does not competently discharge and perform the functions necessary to the CLIENT, the CLIENT shall recommend to PATONA the substitution and/or termination of the concerned Personnel with Personnel with substantially the same qualifications and experience as the concerned Personnel and as approved by the CLIENT. PATONA must promptly comply with the Client's request. In such case, the CLIENT shall provide PATONA with a written assessment describing with particularity the reason(s) for the Personnel’s undesirability, provided, that the Personnel’s undesirability must be work related and not discriminatory in any manner; provided further that, the undesirable conduct and work of the employee must be among the work and conduct expectations provided by the CLIENT and made known to the PATONA personnel prior to his/her engagement.

4. In cases of substitution and/or termination, PATONA will take care of informing the concerned Personnel of such circumstance, receiving the written evaluation from the CLIENT explaining the ground or cause for such substitution or termination. The CLIENT hereby agrees and understands that under no circumstances is the CLIENT allowed to directly inform, verbal or written, the Personnel assigned to it of the details of such substitution and/or termination.

5. In instances which might require the imposition of disciplinary action or penalty to the Personnel assigned to the CLIENT, the CLIENT hereby undertakes to report to PATONA any issue or matter relating to any alleged Personnel misbehavior or infraction. In turn, PATONA will have the exclusive authority to resolve any issue that has been duly reported to it by the CLIENT which involves any alleged Personnel misbehavior or infraction. In such cases, the CLIENT understands that its authority is strictly limited to reporting the case to PATONA for proper evaluation, and that it cannot, in any way, interfere with the authority of PATONA to evaluate the cases, impose any penalty, or conduct any internal investigation with respect to the reported cases of Personnel misbehavior or infraction.

6. The CLIENT hereby agrees and understand that PATONA shall have the exclusive authority to communicate and set and/or negotiate wages, benefits and similar employment terms with said Personnel, and that it cannot, in any way, offer such Personnel any additional benefits or increase in wages without duly informing PATONA of such changes in employment terms. While the CLIENT shall have the option to suggest giving out bonuses or increases, imposing disciplinary actions, and recommending promotion, the CLIENT expressly acknowledges that the same will always be subject to approval by PATONA, and under no circumstances can the CLIENT directly grant or impose the same to the Personnel concerned.

7. Likewise, the CLIENT hereby agrees and understands that PATONA has the sole and exclusive authority to handle all employment matters and alleged Personnel violations, and all subject Personnel shall abide by the same rules and/or policy on wages, benefits and similar employment terms that PATONA will set in accordance to the laws of the country where the Personnel will be outsourced from.