1. This agreement consists of three parts:

Part 1 | The Parties;

Part 2 | The Particulars;

Part 3 | Terms and Conditions.

2. All parts of this agreement must be read before signing. 

PRINCIPAL ["the Principal" Private Seller/Advertiser of own Business or Property Authority Confirmation: Principal warrants they have full authority to enter this agreement

AND

THE CONSULTANT ["the Consultant" (Marketing Consultant)]

Business Name: Mentored Business sales and Services trading as BizDealRoom ABN:56 630 339 150

Email: [email protected]. Phone: 1800 858 696 Address: 81-83 Campbell Street, Surry Hills, NSW 2010

A. MARKETING SERVICES APPOINTMENT.

In consideration of the Consultant agreeing to use the Consultant's best endeavours to advertise and promote the listing, the Consultant is appointed and authorised to provide marketing, advertising, and promotional services for the Business or Property, for the period of six (6) months commencing on the date of signing this agreement and ending at midnight six (6) months thereafter, and shall automatically continue on a month-to-month basis unless terminated by either Party by thirty (30) days prior written notice given by the Principal or the Consultant to the other. The Consultant shall act as an extension of the Principal's own marketing efforts and does not represent the Principal in negotiations or transactions. All contracts and agreements are entered into directly by the Principal as a private seller/advertiser. For Partial Sales: Where the transaction involves a partial interest in the business, business assets, or property development, this agreement shall apply to the specific percentage or portion being marketed and detailed in clause 3.1 and 3.2.

C. SUCCESS FEE [Clause 3.1, 3.2]

All listings under this agreement are charged as 6.6% including GST of any transaction or investment resulting from marketing services, less any retainer paid. Where a retainer is applicable, the amount payable is the higher of the retainer or the 6.6% success fee. For example, if $100,000 is raised in a calendar month, we charge $6,600, therefore in that month no retainer is payable. WARNING: Have you signed an agreement with another marketing consultant or agent? If you have you may have to pay 2 fees (if this agreement or the other agreement you have signed is an exclusive marketing agreement).

1.0 DEFINITIONS

1.1 "Government and other imposts" includes State and Federal Taxes and any tax in the nature of a goods or services tax and any other taxes or charges debited by banks or financial institutions against the account of the Consultant in relation to receipts or expenditures associated with the operation of this agreement.

1.2 "Marketing Services" - The Consultant shall provide advertising, promotional, lead generation, and marketing services to promote the availability of the Business or Property for investment, sale, mortgage, loan, convertible note, or other transaction. A person shall be deemed to have responded to the Consultant's marketing efforts if that person becomes aware that the Business or Property is available for investment, sale, mortgage, loan, convertible note, or other transaction as a result of the Consultant's advertising, promotional activities, or marketing materials.

1.3 "Person" includes a corporation.

1.4 The terms "Consultant" and "Marketing Consultant" shall have the same meaning and may be used interchangeably throughout this Agreement, as shall the terms "Principal" and "Advertiser."

1.5 Words importing one gender include the other and the singular only include the plural and vice versa.

1.6 "Independent Consultant Status" - The Consultant is engaged as an independent marketing consultant who: (a) Provides advertising, promotional, and lead generation services only (b) Does not represent the Principal in negotiations (c) Has no authority to bind the Principal (d) Acts as an extension of the Principal's own marketing efforts (e) Is appointed by the Principal as set out in Part 1 of this Agreement.

1.7 "Agreement Period" means the period specified in Item A of the Particulars during which this Agreement remains in effect.

1.8 "Business or Property" includes any business enterprise, commercial property, development project, investment opportunity, or any interest therein that is the subject of this Agreement.

1.9 "Related entity" includes any subsidiary, holding company, associated company, partnership, trust, or other entity that is connected with or controlled by the Principal or any party to a transaction.

1.10 "Success Fee" means the commission, fees, and other amounts payable to the Consultant as set out in Item C of the Particulars for successful marketing services resulting in completed transactions.

1.11 "Private Seller Status" - The Principal acknowledges and warrants that: (a) The Principal is selling/disposing of their own property/business interest as a private seller (b) The Principal maintains direct control over all negotiations and decisions (c) The Consultant provides marketing and advertising services only (d) All contracts and agreements are entered into directly by the Principal (e) The Principal acts as advertiser of their own Business or Property.

2.0 PRICE

2.1 The Principal authorises the Consultant to advertise for sale, transfer, disposal, investment opportunities, mortgage, loan arrangements, convertible notes, or other transactions involving the Business or Property (whether in whole or in part) including without limitation the sale or transfer of equity interests, shares, units, partnership interests, individual business assets, property or commercial assets, or any combination thereof, up to the price set out in Item B of the Particulars or such other price as the Principal may approve in writing.

3.0 SUCCESS FEES, EXPENSES AND CHARGES

3.1 Success Fee Entitlement – The Consultant shall be entitled to the Success Fee set out in Item C of the Particulars ("the Success Fee") for marketing services provided during the Agreement Period in the following circumstances:

(a) if during the Agreement Period the Principal enters into a contract (which includes by way of an option being exercised) for the investment, sale, lease, joint venture, partnership, mortgage, loan, convertible note, or any other form of transaction involving the Business or Property, or any interest therein, to any person (including a co-owner, related entity, or nominee), where such transaction results from the Consultant's marketing efforts.

(b) if the Principal is a corporation - then in addition, if during the Agreement Period any person acquires by allotment, transfer, or enters into a contract (which includes by way of exercise of an option) to acquire by allotment, transfer, or to purchase (either alone or jointly with another or others), one or more shares, units, interests, or any other form of equity or beneficial interest in the capital of the Principal or any related entity, where such transaction results from the Consultant's marketing efforts.

(c) if a person has responded to the Consultant's marketing efforts during the Agreement Period (including another person who is subsequently contacted by such person or any associated party), and that person enters into any contract, agreement, or arrangement for investment, purchase, lease, joint venture, partnership, mortgage, loan, convertible note, or any other transaction involving the Business or Property or any interest therein (which includes by way of exercise of an option; and includes whether it be alone or jointly with another or others), either during the Agreement Period or within 12 months after the expiration of this Agreement.

(d) if the Principal is a corporation – then in addition, if a person has responded to the Consultant's marketing efforts during the Agreement Period (including another person who is subsequently contacted by such person or any associated party), and that person acquires by allotment, transfer, or enters into a contract (which includes by way of exercise of an option) to acquire by allotment, transfer, or to purchase (either alone or jointly with another or others) one or more shares, units, interests, or any other form of equity or beneficial interest in the capital of the Principal or any related entity, either during the Agreement Period or within 12 months after the expiration of this Agreement.

(e) if any transaction, investment, or arrangement described in clauses (a) to (d) above is structured through intermediary entities, nominees, trusts, or other vehicles, or is effected in stages or tranches, the Consultant's entitlement to Success Fee shall apply to the full value and extent of such transaction, investment, or arrangement.

3.2 When Success Fee is Due and Payable - The Success Fee is due and payable by the Principal to the Consultant:

(a) Immediately upon completion of any investment, sale, lease, joint venture, partnership, mortgage, loan, convertible note, or other transaction involving the Business or Property, or any interest therein; or

(b) upon the Principal and the investor, purchaser, or other party entering into a mutual agreement (whether written or verbal) to terminate or rescind the contract or otherwise not proceed with the investment, sale, or other transaction involving the Business or Property; or

(c) if the investment, sale, or other transaction is not completed owing to the default of the Principal after the parties have entered into a binding contract, agreement, or arrangement; or

(d) upon the termination of the contract by the Principal as a result of the default of the investor, purchaser, or other party, and the Success Fee is the same or less than the amount of any deposit, consideration, or other sum which is forfeited to or retained by the Principal; or

(e) in respect of share transactions, equity investments, or other corporate arrangements, immediately upon allotment, transfer, or completion of the acquisition of shares, units, interests, or any other form of equity or beneficial interest in the Principal or any related entity; or

(f) where transactions are structured in stages, tranches, or through intermediary entities, upon completion of each stage or tranche, with Success Fee calculated on the cumulative value of all completed elements.

For the purposes of this clause, "immediately" means:

Where funds are held by the Principal's solicitor, conveyancer, or other agent: payment from such funds upon their release to the Principal; or

Where payment is made directly by the Principal: payment within 24 hours of the Consultant's invoice being issued.

WARNING: The terms above provide that Success Fees are payable under this agreement for marketing services even if the investment, sale, or other transaction involving the Business or Property is not completed, and applies to all forms of transactions including corporate investments, property developments, joint ventures, mortgages, loans, convertible notes, and staged arrangements.

3.3 Expenses, Charges and Other Services - The Consultant is entitled to reimbursement for expenses, charges and fees on other services incurred by the Consultant as set out in Item D and E of the Particulars as and when the same are incurred.

3.4 Other reimbursement - If an investment or sale referred to in Clause 3.1 is not completed because of default by the investor, purchaser, or other party and whether or not the Principal forfeits all or part of the deposit then the Principal will reimburse and agrees to reimburse the Consultant for all expenses and charges reasonably incurred by the Consultant under or in relation to this agreement as provided for in Clause 3.3.

3.5 Variation - The Success Fee, expenses and charges cannot be varied except as agreed in writing by the Principal.

4.0 MARKETING SERVICES, ADVERTISING AND PROMOTION

4.1 Other Services - The Consultant shall undertake the other services (if any) set out in Item E of the Particulars for the fee set out in that Item.

4.2 Advertising and Promotion - The Consultant shall advertise or otherwise promote the Business or Property as set out in Item F of the Particulars.

4.3 Scope of Marketing and Consulting Services - The Consultant's services include: (a) Advertising and promotional activities (b) Marketing material preparation and distribution (c) Lead generation and initial inquiry management (d) General business consulting and advisory services (e) Market analysis and transaction structuring guidance (f) Administrative support as specified in the Particulars The Consultant does not provide representation, negotiation, or transactional services on behalf of the Principal.

5.0 PRINCIPALS'S WARRANTY, AUTHORITIES, INDEMNITIES AND OBLIGATIONS

5.1 Warranty - The Principal warrants to the Consultant that the Principal has authority to enter into this Agreement with the Consultant.

5.2 Warranty as to state of repair and quality of goods the subject of the investment or sale - The plant, fixtures, fittings and leased equipment are in good repair and working condition fully operational and fit for the purpose for which they are used in the Business or Property (consistent with their respective ages). Each item of stock and equipment complies with any relevant statutory or regulatory requirements and in particular with the provisions of the Work Health and Safety Regulations 2017 (NSW).

5.3 No Authority to Contract - The Consultant has no authority to: (a) Sign contracts or agreements on behalf of the Principal (b) Make representations or warranties about the Business or Property (c) Negotiate terms or conditions (d) Accept offers or make counter-offers (e) Sign a Contract for investment or sale on behalf of the Principal

5.4 Negotiate with the Principal's Lessor - The Consultant is authorised to negotiate with the Lessor of the Principal for an assignment of the existing lease, a new lease to the investor, purchaser, or other party and or a surrender of the existing lease of the premises in which the Business or Property is conducted associated with the investment or sale of Business or Property for the fee stipulated in Item E of the Particulars.

5.5 Conjunction Marketing Consultants - The Consultant may allow other licensed real estate agents and business brokers and Marketing Consultants to provide marketing services for all or part the Business or Property in conjunction with the Consultant provided only one amount of Success Fee is payable by the Principal.

5.6 Authority to Deduct - The Principal irrevocably authorises and directs the Principal's solicitor or other authorised agent holding funds in trust on behalf of the Principal to deduct and pay to the Consultant from any such trust funds the Success Fee and all expenses, charges and fees payable to the Consultant under this agreement, upon receipt of an invoice from the Consultant, without requiring any further authority or direction from the Principal.

5.7 Marketing Exclusivity - During the Agreement Period, the Principal agrees to use the Consultant as the exclusive provider of marketing and advertising services for the Business or Property, and acknowledges that the Principal is precluded from engaging other marketing consultants for the same Business or Property during the Agreement Period without paying the Success Fee.

5.8 The Principal will keep the Consultant indemnified against all actions, claims and demands brought against, and all costs, losses and liabilities incurred by the Consultant in the course of or arising from the exercise or performance of the Consultant's authorities or duties under this Agreement.

6.00 GENERAL, DISCLOSURE, ACKNOWLEDGEMENTS AND WARNINGS

6.1 Inspection of Business or Property - A prospective investor, purchaser, or other party is entitled to inspect the Business or Property in the circumstances set out in Item G of the Particulars.

6.2 Deposit - The Principal agrees that the Contract for investment or sale of the Business or Property shall require any deposit to be held as stakeholder as follows:

(a) in the trust account of the Principal's authorised solicitor as defined in Part 1 of this Agreement, or

(b) where appropriate, in the Principal's business account;

until the sale of the Business or Property is completed, or the Principal has issued the appropriate share certificates, mortgage agreement, or other appropriate agreement in relation to the investment or transaction.

6.3 Financial and Investment Advice

WARNING: Any financial or investment advice provided to the Principal by the Consultant is general advice and does not take into account the individual circumstances of the Principal or the Principal's objectives, financial situation or needs. The Principal must seek and rely on his/her/its own independent financial and investment advice from an appropriate licenced financial advisor, solicitor, and accountant.

6.4 Rebates, Discounts or Commissions - All rebates, discounts or commissions that the Consultant will or may receive in respect of the expenses charged under this Agreement and the estimated amount of those rebates, discounts or commissions to the extent that the amount can reasonably be estimated are as set out in Item H of the Particulars. The Principal agrees that the Consultant is entitled to retain all such rebates, discounts, commissions and other benefits.

6.5 Regulatory Status and Compliance - The parties acknowledge that: (a) This agreement creates a consulting relationship for marketing services only (b) The Consultant is not acting as a real estate agent, business broker, or licensed intermediary (c) The Principal retains full responsibility for compliance with all applicable laws (d) The Principal should seek independent legal and regulatory advice (e) The Principal acts as a private seller/advertiser of their own Business or Property (f) All negotiations and contractual arrangements are conducted directly by the Principal

7.0 GST

7.1 The Principal must pay any goods and services tax payable at the then current rate in respect of anything done or supplied by the Consultant under this Agreement, or reimburse the Consultant on demand for any such tax paid by the Consultant. If at any time the GST rate is changed, the parties agree that the fees set out in this agreement will be amended in accordance with the rate change.

8.0 PRIVACY NOTICE

8.1 The Privacy Act 1988 (Cth) regulates the collection, use, storage and disclosure of personal information of the Principal by the Consultant. The Consultant will collect personal information about the Principal in order to effectively carry out the Consultant's obligations under this Agreement.

8.2 You consent to personal information being collected by the Consultant pursuant to this Agreement. Such information will be collected from the Principal directly or from authorised third parties (including information that is in the public domain). All personal information is stored by the Consultant at its premises or at the premises of a third party service provider of the Consultant.

8.3 Such information may include the information provided by the Principal in this Agreement, together with any other personal information of the Principal required by the Consultant to effectively carry out the Consultant's obligations under this Agreement.

8.4 The Principal may review or correct any personal information of the Principal held by the Consultant by contacting the Consultant using the information set out on page 1 of this Agreement. The Principal may also direct any queries and complaints about the Consultant's collection, use, storage or disclosure of the Principal's personal information to the Consultant using the information set out on page 1 of this Agreement.