Partnership Terms

 

 

THIS PARTNERSHIP AGREEMENT (the “Agreement”) is entered into as of date of your signing up with clubcommunity.com.au, by and between Club Community Pty Ltd ,with its principal place of business at Office 1, 649 High Street, Thornbury Victoria 3071 (“Provider”), and the participating Club, with its principal place of business at as provided during the sign-up process (“Club”).

1. WHEREAS, Provider is engaged in the business of designing, manufacturing, and distributing custom apparel and merchandise;
2. WHEREAS, Club is engaged in fostering and promoting sports within its community and has developed a recognized brand and logo;
3. WHEREAS, both parties desire to establish a partnership for the purposes of providing Club branded uniforms, apparel, and merchandise to Club's members, as well as sharing revenue through a commission-based structure as further detailed in this Agreement;

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

1. DEFINITIONS

"Provider" refers to Club Community Pty Ltd, its successors, and permitted assigns.

"Club" refers to the Club who is signing up with clubcommunity.com.au, its successors, and permitted assigns.

"Products" means the club-branded uniforms, apparel, and merchandise produced and sold by Provider under this Agreement.

"Club Store" means the online storefront created and maintained by Provider where the Products will be available for purchase by Club's members.

"Commission" means the revenue share paid to the Club by the Provider, calculated as a percentage of the sales of the Products as detailed in this Agreement.

"Intellectual Property" includes, but is not limited to, trademarks, logos, copyrights, and other proprietary rights owned by either party.

"Force Majeure" means circumstances beyond a party's reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

"Effective Date" means the date on which this Agreement is executed by both parties.

"Term" means the duration of this Agreement as set forth in Section 11.

 

2. SCOPE OF PARTNERSHIP

Purpose: The purpose of this partnership is to facilitate the design, production, and sale of Club-branded uniforms, apparel, and merchandise (the "Products") to the Club's members, and to provide the Club with a commission from the sale of such Products.

Responsibilities of the Provider:

1. Designing and producing the Products in accordance with the Club's brand guidelines and specifications.
2. Creating and managing the Club Store for the purpose of selling the Products.
3. Handling all customer service related to the sale and delivery of the Products.
4. Paying commissions to the Club as outlined in Section 8 of this Agreement.

Responsibilities of the Club:

1. Providing the Provider with access to necessary logos, trademarks, and brand assets.
2. Promoting the Club Store and the Products to its members through appropriate channels.
3. Providing necessary information for the payment of commissions.

Exclusivity: This partnership shall be exclusive/non-exclusive in nature, meaning that the Provider shall/shall not be the sole provider of the Products for the Club, or the Club shall/shall not enter into similar agreements with other providers.

Limitations: This Agreement does not grant either party any rights, title, or interest in the other party's Intellectual Property, except as explicitly stated herein. Neither party shall represent itself as an agent or legal representative of the other.

Compliance: Both parties shall comply with all applicable laws, regulations, and industry standards related to their respective obligations under this Agreement.

 

3. CLUB MEMBERSHIP AND REGISTRATION

Eligibility: Clubs eligible to participate in this partnership must be legally registered entities involved in sports activities within Australia. Additional eligibility criteria may be defined by the Provider at its sole discretion.

Registration Process: To become a member, the Club must complete the registration process provided by the Provider, which includes: a. Submission of a completed registration form as provided by the Provider. b. Providing accurate and truthful information about the Club, including but not limited to the Club's legal name, address, contact details, and bank account information for commission payments. c. Granting permission for the Provider to use the Club's logo and other related branding materials as detailed in this Agreement.

Approval: The Provider reserves the right to review and approve or deny any registration at its sole discretion. The Club will be notified of its membership status within a reasonable time after completing the registration process.

Membership Benefits: Upon successful registration and approval, the Club shall be entitled to the benefits detailed in this Agreement, including but not limited to the creation of a Club Store, the provision of Products, and the payment of commissions.

Obligations: The Club shall maintain accurate and up-to-date information with the Provider and comply with all terms and conditions of this Agreement. Failure to do so may result in suspension or termination of membership as detailed in Section 11.

No Fees: There shall be no registration or membership fees payable by the Club to participate in this partnership unless otherwise expressly stated in writing by the Provider.

 

4. CREATION AND OPERATION OF CLUB STORE

Club Store Creation: Upon successful registration and approval of the Club's membership, the Provider shall create an online Club Store, featuring a wide range of custom products designed with the Club's logo, colors, and other branding elements.

Content and Design: The Provider shall be responsible for the design, layout, and content of the Club Store, ensuring that it complies with the Club's branding guidelines and quality standards.

Product Availability: The Provider shall ensure that a diverse range of sizes, styles, and types of Products are available in the Club Store and shall keep the Club informed of any additions, deletions, or changes to the product line.

Pricing: All prices displayed in the Club Store shall include home delivery costs. The Provider shall determine the pricing of the Products in its sole discretion, in alignment with market standards.

Order Processing and Delivery: The Provider shall handle all aspects of order processing, including accepting payments, producing orders, and delivering Products directly to members within the specified timeframe (approximately 4 weeks from the order date).

Customer Service: The Provider shall be responsible for all customer service related to the Club Store, including handling inquiries, returns, exchanges, and any issues related to the Products.

Club's Responsibilities: The Club shall provide the Provider with all necessary logos, branding materials, and other information needed to create and operate the Club Store. The Club shall also be responsible for promoting the Club Store to its members through its website, social media, and other appropriate channels.

Updates and Changes: The Provider reserves the right to update, modify, or terminate the Club Store at its sole discretion. Any significant changes that materially affect the Club's interests shall be communicated to the Club with reasonable notice.

Data Protection: Both parties shall comply with all applicable data protection and privacy laws concerning the operation of the Club Store and the handling of customer information.

 

5. PRODUCT DESCRIPTION AND DELIVERY

Product Description: The Products offered under this Agreement shall include Club-branded uniforms, apparel, and merchandise. The Provider will produce each item according to the specifications and branding guidelines provided by the Club.

Customization Options: The Products may be personalized with the member's name and number if requested. Any additional customization options shall be made available at the discretion of the Provider.

Quality Assurance: The Provider shall ensure that all Products meet or exceed the industry quality standards and accurately reflect the descriptions and images provided on the Club Store.

Order Production: The Provider will individually produce each order upon receipt and confirmation of payment. Any delays in production shall be communicated to the customer and the Club as soon as reasonably possible.

Delivery Terms: The Provider will deliver the Products directly to members within approximately 4 weeks from the order date. All prices include home delivery, and the Provider shall provide tracking information when available.

Returns and Exchanges: The Provider shall establish a clear and reasonable return and exchange policy for the Products, in compliance with applicable laws and regulations. The policy shall be clearly communicated to customers at the time of purchase.

Inventory and Stock: Since the Products are produced individually upon order, there shall be no requirement for the Club to hold or manage any inventory or stock related to the Products.

Changes to Product Line: The Provider reserves the right to make changes to the product line, including additions, deletions, or modifications. The Club shall be informed of any significant changes that may affect their interests.

Shipping Errors and Damages: The Provider shall be responsible for any errors or damages in shipping and will take appropriate action to remedy such situations in accordance with its established policies.

 

6. MARKETING AND PROMOTION

Marketing Collaboration: The Provider and the Club shall collaborate in marketing and promoting the Products to the Club's members and the wider community, as appropriate.

Provider's Responsibilities: a. Providing marketing materials, including banners, graphics, and promotional content for use on the Club's website, social media, and other channels. b. Promoting the Club Store and the Products through the Provider's marketing channels, including its website, social media, and email newsletters.

Club's Responsibilities: a. Sharing the link to the Club Store on its website, social media, newsletters, and other appropriate channels. b. Using the marketing materials provided by the Provider to promote the Products in a manner consistent with its brand image and values.

Compliance with Brand Guidelines: All marketing and promotional activities shall be conducted in accordance with the branding guidelines and policies of both parties. Any use of logos, trademarks, or other intellectual property must comply with Section 9 of this Agreement.

Approval of Materials: If either party creates marketing materials that include the other party's intellectual property or brand elements, such materials shall be submitted for approval before being used. The other party shall not unreasonably withhold or delay such approval.

Advertising Restrictions: Neither party shall make false or misleading statements about the Products, the partnership, or each other. All advertising and promotions must comply with applicable laws and regulations.

Monitoring and Reporting: Both parties shall monitor the effectiveness of marketing and promotional efforts and may share relevant data and insights with each other, subject to confidentiality obligations as detailed in Section 10.

 

7. COMMISSION STRUCTURE

Commission Rate: The Provider shall pay the Club a commission equal to 10% of the total sales price (excluding taxes) of all Products sold through the Club Store that feature the Club's logo.

Calculation Period: Commissions shall be calculated on a monthly basis, based on the sales recorded during each calendar month.

Payment Method: Commission payments shall be made via direct deposit to the Club's nominated bank account.

Payment Timing: Commissions shall be paid within 30 days following the end of each calculation period. If the commission payable for a particular month is below a predetermined threshold, the Provider may choose to roll over the payment to the next month, until the threshold is met.

Reporting: The Provider shall furnish the Club with a detailed statement showing the calculation of the commission, along with the payment, on a monthly basis. This statement shall include information on total sales, commissionable sales, and the commission amount.

Auditing Rights: The Club shall have the right to reasonably request and review relevant records related to the computation of commissions, subject to applicable confidentiality obligations.

Withholding and Taxes: The Provider shall have the right to withhold any amounts required by law. The Club shall be solely responsible for any taxes related to the commission payments received.

No Other Payments: Except as expressly provided in this Section, the Club shall not be entitled to any other payments, fees, or financial benefits in connection with this Agreement.

Errors and Adjustments: If either party discovers an error in the calculation or payment of commissions, they shall promptly notify the other party, and appropriate adjustments shall be made in the subsequent payment.

 

8. INTELLECTUAL PROPERTY RIGHTS

Ownership: Each party retains all right, title, and interest in and to its respective intellectual property, including but not limited to trademarks, logos, copyrights, patents, trade secrets, and other proprietary rights.

License to Use: Subject to the terms of this Agreement, the Club grants the Provider a non-exclusive, royalty-free, revocable license to use the Club's logos, trademarks, and other branding materials solely for the purposes of fulfilling its obligations under this Agreement, including but not limited to the creation, promotion, and sale of Products.

Use and Protection: a. The Provider shall use the Club’s intellectual property in accordance with the Club’s branding guidelines and shall take reasonable steps to protect the Club’s intellectual property rights. b. The Club shall use the Provider’s intellectual property in accordance with the Provider’s branding guidelines and shall take reasonable steps to protect the Provider’s intellectual property rights.

Prohibition on Sub-Licensing: Neither party may sub-license, transfer, or otherwise distribute the other party’s intellectual property without prior written consent.

Cease of Use: Upon termination of this Agreement for any reason, both parties shall cease all use of the other party’s intellectual property, and any licenses granted under this Agreement shall automatically terminate.

Infringement: If either party becomes aware of any infringement or threatened infringement of the other party’s intellectual property rights, they shall promptly notify the other party and provide reasonable assistance in taking necessary action to protect those rights.

No Other Rights: Except as expressly stated in this Agreement, neither party grants the other party any other rights or licenses to its intellectual property.

 

9. CONFIDENTIALITY

Definition: "Confidential Information" refers to any non-public information, including but not limited to trade secrets, financial data, business plans, marketing strategies, customer lists, intellectual property, and other proprietary information, disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.

Obligations: a. Both parties agree to hold each other's Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure or use. b. Confidential Information may only be shared with employees, agents, or contractors who have a need to know and who are bound by written agreements to keep such information confidential. c. Neither party shall use the other's Confidential Information for any purpose other than fulfilling its obligations under this Agreement.

Exclusions: Confidential Information does not include information that: a. Is or becomes publicly known through no fault of the receiving party; b. Is already known to the receiving party at the time of disclosure; c. Is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or d. Is rightfully obtained from a third party without a breach of any confidentiality obligation.

Return or Destruction: Upon termination of this Agreement, or at the request of the disclosing party, the receiving party shall promptly return or destroy all copies of the disclosing party's Confidential Information, and certify in writing that it has done so.

Duration: The obligations under this section shall survive the termination or expiration of this Agreement and shall continue for a period of [Specify Duration, e.g., five years] thereafter.

Disclosure Required by Law: If the receiving party is required by law, court order, or government regulation to disclose Confidential Information, it shall provide the disclosing party with prompt written notice and cooperate with any efforts by the disclosing party to limit or prevent such disclosure, to the extent permitted by law.

 

10. TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial term of one year("Initial Term"), unless terminated earlier in accordance with the provisions of this Section. Thereafter, this Agreement shall automatically renew for successive one-year terms ("Renewal Terms"), unless either party provides written notice of non-renewal at least 30 days priorto the expiration of the then-current term.

Termination for Convenience: Either party may terminate this Agreement without cause by providing the other party with written notice of termination at least 60 daysprior to the desired termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party:

1. Materially breaches any of its obligations under this Agreement, and such breach remains uncured for 30 days after receiving written notice of the breach;
2. Becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or similar proceedings; or
3. Engages in any illegal or unethical conduct that harms or is likely to harm the terminating party’s reputation or interests.

Effects of Termination:

1. Upon termination, all rights and obligations of the parties shall cease, except as expressly provided in this Agreement.
2. Termination shall not relieve either party of any obligations incurred prior to the termination date, including payment obligations.
3. Sections that by their nature should survive termination, including but not limited to Sections on Confidentiality, Intellectual Property Rights, Liability and Limitations, and Governing Law, shall continue in effect beyond termination.

Return of Materials: Upon termination, each party shall return to the other party all property and materials belonging to the other party, including but not limited to Confidential Information and intellectual property, as provided in the respective sections of this Agreement.

Transition Assistance: If requested, the terminating party shall provide reasonable transition assistance to the other party for a period of 30 days following termination, under terms to be mutually agreed.

 

11. WARRANTIES AND REPRESENTATIONS

Mutual Warranties: Both parties represent and warrant to each other that:

1. They have the full power and authority to enter into this Agreement and perform their respective obligations hereunder.
2. The execution and delivery of this Agreement and the performance of their respective obligations will not conflict with or violate any other agreement, law, regulation, order, or judgment to which they are bound.
3. They will comply with all applicable laws, regulations, and industry standards in performing their obligations under this Agreement.

Provider’s Warranties: The Provider represents and warrants that:

1. It has the necessary skills, expertise, and resources to perform its obligations under this Agreement.
2. The Products will be of satisfactory quality, fit for the purpose intended, and free from material defects.
3. It will perform its obligations in a professional and workmanlike manner in accordance with generally recognized industry standards.

Club’s Warranties: The Club represents and warrants that: a. It has the right to grant the licenses and permissions contemplated by this Agreement and that the use of its intellectual property as permitted hereunder will not infringe the rights of any third party. b. It will provide accurate information, support, and cooperation as reasonably necessary for the Provider to perform its obligations under this Agreement.

Disclaimer: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

No Reliance: Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.

 

12. INDEMNIFICATION

Mutual Indemnification: Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its affiliates, officers, directors, employees, agents, successors, and assigns (the "Indemnified Party") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: a. The breach or non-fulfillment of any representation, warranty, or covenant under this Agreement by the Indemnifying Party. b. Any negligent or more culpable act or omission of the Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.

Provider’s Indemnification: The Provider shall indemnify the Club against all losses and expenses arising out of or related to any third-party claim:

1. Alleging that the Products or any deliverable infringes or misappropriates a third party's intellectual property rights.
2. Resulting from the Provider's breach of its obligations under Sections 9 (Intellectual Property Rights) and 12 (Warranties and Representations).

Club’s Indemnification: The Club shall indemnify the Provider against all losses and expenses arising out of or related to any third-party claim:

1. Alleging that the Club's intellectual property or any materials provided to the Provider infringe or misappropriate a third party's intellectual property rights.
2. Resulting from the Club's breach of its obligations under Sections 9 (Intellectual Property Rights) and 12 (Warranties and Representations).

Procedure: The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought, cooperate with the Indemnifying Party at the Indemnifying Party's sole cost and expense, and allow the Indemnifying Party sole control over the defense and settlement of such claim, provided that the Indemnifying Party does not agree to any settlement that adversely affects the Indemnified Party's rights without the Indemnified Party's prior written consent.

Limitations: The indemnification obligations under this section shall not apply to any losses or damages to the extent resulting from the Indemnified Party's negligence, willful misconduct, or breach of this Agreement.

 

13. LIABILITY AND LIMITATIONS

Limitation of Liability:

1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. EACH PARTY'S TOTAL LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO THE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Exclusions: The limitations of liability set forth in Section 14.1 shall not apply to:

1. Liability for death or personal injury caused by a party's negligence.
2. Any indemnification obligations under Section 13 (Indemnification).
3. Liability resulting from a party's fraud, willful misconduct, or gross negligence.
4. Any other liability that cannot be excluded or limited under applicable law.

Insurance: Each party shall maintain, at its own expense, appropriate insurance coverage in amounts reasonably sufficient to cover its potential liabilities under this Agreement. Upon request, each party shall provide evidence of such insurance to the other party.

Mitigation of Damages: Each party shall take all reasonable steps to mitigate any damages for which the other party is responsible.

Time Limitation: No action, regardless of form, arising out of or related to this Agreement may be brought by either party more than [Specify Period, e.g., two years] after the cause of action has accrued, except that an action for nonpayment may be brought within [Specify Period, e.g., one year] of the date of the last payment.

 

14. DISPUTE RESOLUTION

Negotiation: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

Mediation: If the parties do not reach such a solution within a period of 30 days, then, upon notice by either party to the other, disputes, claims, questions, or disagreements shall be submitted to non-binding mediation. The parties agree to participate in the mediation process in good faith, and the costs of such mediation shall be shared equally by the parties.

Arbitration: If mediation is not successful in resolving the entire dispute or is unavailable, any unresolved dispute relating to this Agreement shall be submitted to binding arbitration. The arbitration shall be conducted in the jurisdiction where the Provider is registered and shall be conducted by a single arbitrator to be mutually agreed upon by the parties. If the parties cannot agree on an arbitrator, an arbitrator shall be appointed in accordance with the rules of the Australian Centre for International Commercial Arbitration (ACICA). The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to an award of reasonable attorneys' fees.

Exclusions: Notwithstanding the foregoing, either party may seek injunctive relief or other equitable remedies from a court of competent jurisdiction in the event of a breach or threatened breach of the intellectual property or confidentiality provisions of this Agreement.

Costs: Except as otherwise provided in this Agreement, each party shall bear its own costs and expenses, including attorneys' fees, in connection with any dispute arising out of this Agreement.

 

15. FORCE MAJEURE

Definition: For the purposes of this Agreement, "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars).

Obligations Suspended: Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this Agreement by giving 14 days written notice to the other party.

Notification: The party affected by the Force Majeure Event shall notify the other party as soon as reasonably practicable after the Force Majeure Event begins and provide information regarding the expected duration and any actions being taken to mitigate its effects. The affected party shall notify the other party as soon as reasonably practicable after the Force Majeure Event ends or is no longer affecting its performance.

Mitigation: The party affected by the Force Majeure Event shall take all reasonable steps to mitigate the effects of the Force Majeure Event on its performance of this Agreement and to fulfill its obligations under this Agreement despite the Force Majeure Event.

 

16. AMENDMENTS

Written Agreement: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Any such written amendment, modification, or waiver shall be binding upon the parties, even if it alters or affects the rights or obligations under this Agreement.

No Oral Amendments: No provision of this Agreement may be amended, modified, or waived by oral agreement, course of conduct, or in any other manner other than by an agreement in writing signed by both parties.

Consistency: Any amendments, modifications, or waivers of this Agreement shall be consistent with the purpose and intent of this Agreement and shall not impair the rights or obligations of any third party not a party to this Agreement, unless such third party consents in writing.

 

17. ENTIRE AGREEMENT

Full Understanding: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties, and there are no warranties, representations, or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein.

No Reliance: Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Conflict: In the event of any inconsistency between the terms of this Agreement and any prior discussions, correspondence, or other documents, the terms of this Agreement shall prevail.

 

18. GOVERNING LAW

Choice of Law: This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of "the Commonwealth of Australia", without regard to its conflict of laws principles.

Jurisdiction: Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of Australia or the courts of the State in which the provider is registered, submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Service of Process: Each party irrevocably consents to service of process in the manner provided for notices in Section 20 (Notices). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by law.

 

19. NOTICES

Form: All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the parties at the addresses set forth in Schedule [X] (or to such other address that may be designated by the receiving party from time to time in accordance with this section).

Delivery Method: All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage pre-paid), or email (with confirmation of receipt).

Receipt: A Notice is effective only

(a) upon receipt by the receiving party, and

(b) if the party giving the Notice has complied with the requirements of this section.

Change of Address: Any party may change its address for the receipt of Notices hereunder by giving to the other parties at least [Specify Number of Days, e.g., 10] days prior written notice of such change and the new address into which such Notices are to be directed.