TEKKON STAFF AUGMENTATION AGREEMENT

This agreement is between Tekkon Technologies Pty Ltd ABN 11 629 829 198 (Tekkon) and the entity accepting a Tekkon proposal or engaging a specialist under this agreement (Client). Tekkon supplies remote specialists who work as part of the Client’s team. The Client directs day-to-day work; Tekkon selects, supports and manages the specialist relationship.

1. Definitions and interpretation

The definitions in Schedule 2 apply. A reference to a clause or schedule is to this agreement. Business Day means a day other than a Saturday, Sunday or public holiday in Western Australia. Scheduled Working Day means a day on which the specialist is scheduled to provide services under the agreed assignment arrangements. A day on which a Nepal public holiday is observed is not a Scheduled Working Day unless the parties agree that the specialist will work it.

2. Day-to-day operation of this agreement

2.1 The accepted proposal identifies the role, allocation, rate and any special terms. Before an Assignment starts, Tekkon and the Client confirm the selected specialist, start date, working hours and access requirements in writing, including by email. The proposal and confirmation form part of this agreement. If there is a conflict, an expressly agreed written variation prevails, followed by the accepted proposal, the assignment confirmation, and this agreement.

2.2 The specialist works remotely as part of the Client’s team. The Client directs tasks, priorities and product decisions, provides the necessary access and reviews the work. Tekkon recruits and screens the specialist, supports the working arrangement, monitors availability and addresses suitability and performance concerns.

2.3 The specialist is not the Client’s employee or agent and cannot bind the Client to a contract. A Nepal-based specialist may be employed by Tekkon Technologies Pvt Ltd in Nepal, which provides delivery services to Tekkon. Tekkon Technologies Pty Ltd remains the Client’s contracting party.

3. Duration

3.1 This agreement begins when accepted under clause 23 and continues until ended under clause 12. Each Assignment begins only after the Client has accepted the proposed specialist, the parties have confirmed the start and the trial invoice has been paid.

3.2 A new full-time Assignment starts with a prepaid trial of 10 Scheduled Working Days. Part-time trial allocation and its fee are stated in the proposal or assignment confirmation. At the end of the trial, the Client decides whether to continue. An ongoing Assignment uses prepaid 20 Scheduled Working Day periods, unless a different allocation is agreed in writing.

4. Payment

4.1 The Client pays the rates in its accepted proposal, plus GST where applicable. Tekkon invoices the trial after a specialist has been selected and before work starts. It invoices each ongoing service period in advance. A Scheduled Working Day covered by the paid trial will not be charged again as an ongoing day.

4.2 Work continues only while the relevant prepaid balance is sufficient. If the balance is insufficient, Tekkon may notify the Client and pause future service until payment is received. A day not worked during a payment suspension is not charged.

4.3 Additional hours and additional specialists require the Client’s prior approval and are charged at a rate agreed in writing. The treatment of absence, holidays and Client-caused downtime is set out in Schedule 1.

5. Limited liability and the service model

5.1 Tekkon supplies specialist time and does not guarantee completion of a particular feature, task, deliverable or project outcome by a particular date unless a separate signed statement of work expressly provides for that result. The Client controls its product decisions, task priorities, review and acceptance of work.

5.2 Tekkon remains responsible for using reasonable care to screen and accurately present the specialist, for the obligations it expressly accepts in this agreement, and for responding to suitability and performance concerns under clause 11. A specialist’s work quality may be evidence of a suitability or performance concern; it does not by itself turn an Assignment into a fixed-price deliverable.

5.3 Neither party excludes a right or remedy that cannot lawfully be excluded. Subject to that rule, neither party is liable to the other for indirect or consequential loss, lost profits or lost opportunity. Each party’s aggregate liability arising from an affected Assignment is limited to the fees paid or payable for that Assignment in the six months before the event giving rise to the claim, or all fees paid or payable for it if it has run for less than six months. This cap does not apply to unpaid fees, fraud, wilful misconduct, liability for death or personal injury caused by negligence, or a liability that cannot lawfully be limited.

6. Indemnities

6.1 Client indemnity. The Client indemnifies Tekkon against a third-party claim to the extent the claim is caused by the Client’s negligence, wilful misconduct, breach of this agreement, or instructions or materials that the Client supplied and Tekkon followed or used as authorised. The Client’s responsibility is reduced to the extent the claim was caused by Tekkon, Tekkon Nepal or their personnel. The Client does not indemnify Tekkon merely because a specialist performs an Assignment, nor for a specialist’s employment, injury or workplace arrangements under Tekkon’s control.

6.2 Tekkon indemnity. Tekkon indemnifies the Client against a third-party claim to the extent caused by Tekkon’s negligence, wilful misconduct or material breach of this agreement, including conduct of a specialist for which Tekkon is responsible. Tekkon’s responsibility is reduced to the extent the claim was caused by the Client or its personnel.

6.3 Claims process. A party seeking an indemnity will notify the other promptly, provide reasonable cooperation and not settle a claim imposing an obligation on the other party without its consent, not to be unreasonably withheld. Clause 5.3 applies to these indemnities except where it expressly provides otherwise.

7. Direct engagement of specialists

During an Assignment and for 12 months after it ends, the Client must not directly employ or engage the assigned specialist without Tekkon’s prior written consent. Any conversion fee and transition arrangement must be agreed in writing. This restriction does not apply where the Client can show it was already actively dealing with the person independently before Tekkon introduced them.

8. Intellectual property

8.1 Each party keeps ownership of its pre-existing intellectual property, tools, methods and materials. The Client keeps ownership of its data, systems and materials.

8.2 The Client owns Client-specific work created by a specialist in the course of an Assignment. Tekkon assigns to the Client the rights it owns in that work and will obtain the corresponding rights from its personnel and Tekkon Nepal as necessary. Pre-existing tools, generic components, open-source software and third-party material remain with their owners. Tekkon grants the Client a perpetual, worldwide, royalty-free licence to any Tekkon background material embedded in paid Client-specific work to the extent needed to use that work, subject to applicable third-party terms.

8.3 The Client warrants that it is entitled to provide materials and instruct their use. Each party will notify the other promptly if it becomes aware of a third-party intellectual property claim involving the Assignment.

9. Privacy and security

Each party will comply with privacy laws applicable to its own activities. The Client authorises the selected Nepal-based specialist and relevant Tekkon support personnel to access Client information to perform the Assignment. The Client must identify any contractual, industry or data restriction on offshore access before providing access. Tekkon will use reasonable access and security controls and promptly notify the Client after becoming aware of a suspected material incident involving Client information or access.

10. Confidential information

Each party will use the other’s confidential information only for this agreement, protect it with reasonable care and disclose it only to people who need it for that purpose and are bound to protect it. This restriction does not apply to information that becomes public without breach, was already lawfully known, was independently developed, or was lawfully received without restriction. A party may disclose information where required by law, giving advance notice where lawful and practicable.

11. Screening, warranties and performance

11.1 Screening. Tekkon will use reasonable care to verify a proposed specialist’s experience and qualifications against the agreed role. Checks may include interview, employment history, references, qualification review and technical assessment appropriate to the role. Tekkon will accurately describe the material checks performed and will not represent a check as completed if it was not.

11.2 Client selection and paid trial. The Client may interview and accept the specialist before commencement. The paid 10-day trial allows the Client to assess suitability, communication and the working relationship. Where Tekkon properly screened and accurately presented the specialist, the agreed trial fee remains payable if the Client decides the person is not a good fit. The Client may elect not to continue after the trial. Acceptance of a specialist does not excuse a material misrepresentation by Tekkon or a failure to perform a check Tekkon expressly agreed to perform.

11.3 Screening failure. If Tekkon materially misrepresented a specialist’s qualifications or did not perform an expressly agreed check, it will investigate promptly and provide an appropriate remedy, which may include a replacement, credit or refund of affected fees, taking account of the nature and effect of the failure. This is distinct from an ordinary decision that an accurately presented specialist is unsuitable.

11.4 Later performance concerns. After the trial, the Client may raise a concern if performance falls below what could reasonably be expected from a person with the experience and skills Tekkon represented, or if work-related conduct affects the Assignment. The Client should provide specific examples promptly. Tekkon will investigate and take reasonable steps appropriate to the concern, which may include guidance, support, a performance improvement plan or replacement. If reasonable remediation does not resolve a material concern, Tekkon will use reasonable efforts to propose a replacement within 10 Business Days. The Client may interview and accept or reject that person. A replacement starts a new paid trial unless the parties agree otherwise in writing.

11.5 Insurance and staff. Tekkon maintains workers compensation, professional indemnity and public liability insurance for its Australian business and will provide reasonable evidence on request. Tekkon Technologies Pvt Ltd(Nepal entity) is responsible for the employment and workplace arrangements of its Nepal-based staff. The Client is not required to insure Tekkon’s staff. This clause does not state that Tekkon Nepal is insured under Tekkon Australia’s policies or that Australian workers’ compensation applies to staff employed in Nepal.

12. Termination

12.1 Trial. The Client may tell Tekkon during the trial that it does not wish to continue. If the specialist was properly screened and accurately presented, the 10-day trial is a minimum paid commitment once it starts. The Client may stop assigning work, but that alone does not reduce the trial fee. A specialist’s absence, Nepal public holiday not worked or Tekkon-caused unavailability is not charged, and unused prepaid value for those days carries forward or is refunded if the Assignment ends.

12.2 Ongoing Assignment. After the trial, either party may end an Assignment on 14 calendar days’ written notice. A prepaid 20-day service period already started is a minimum commitment, subject to credits for days not worked because of specialist absence or Tekkon-caused unavailability. The parties may agree an earlier end and treatment of unused prepaid value in writing. No new 20-day period is charged after effective notice unless expressly agreed.

12.3 Cause. Either party may end an affected Assignment immediately if the other materially breaches this agreement and does not remedy the breach within five Business Days after written notice specifying it. Immediate termination is allowed for serious misconduct, unlawful activity, serious security risk or insolvency. Ending an Assignment does not affect rights already accrued or clauses intended to survive, including payment, confidentiality, intellectual property, indemnities and disputes.

13. Time disputes and other disputes

13.1 Billing of time. Tekkon will keep reasonable records of scheduled days and time worked and provide them on request. The Client may dispute a billed day or part-day where it reasonably believes the specialist did not work the time recorded. The Client should give its reasons and available evidence within 10 Business Days of receiving the record or invoice. The parties will review the relevant records and correct a proven error. Genuine errors discovered later may still be corrected. Undisputed amounts remain payable on time.

13.2 Performance. A concern about the standard of work during time genuinely worked is handled under clause 11.4, not as a claim that the time was not worked. Acceptance after the trial does not prevent a later performance concern. Fees for time genuinely worked remain payable, subject to a separate remedy for Tekkon’s breach under clause 11.3 or any right that cannot lawfully be excluded.

13.3 Escalation. The parties will first discuss a dispute through their operational contacts and then promptly escalate it to senior management. If unresolved within 10 Business Days after written escalation, they will attempt mediation with an independent mediator agreed by the parties in Perth, Western Australia, sharing the mediator’s fee equally. If mediation does not resolve it, either party may use the courts of Western Australia. Urgent protective relief is available at any time.

14. Notices

Notices under this agreement must be in writing and may be sent by email to the nominated contacts in the proposal or a later written notice. An email is received when delivered without an automated failure notice, or on the next Business Day if sent after 5 pm Perth time.

15. Severability

If any provision is invalid or unenforceable, it is severed only to the extent necessary. The remainder continues to operate.

16. Assignment of this agreement

Neither party may transfer this agreement to an unrelated entity without the other’s prior written consent, not to be unreasonably withheld. A party may transfer it to a related body corporate on written notice if that entity can perform the obligations and the transfer does not materially disadvantage the other party.

17. Entire agreement

This agreement, the accepted proposal, the written assignment confirmation and any agreed written variation contain the whole agreement concerning the Assignment. A general summary does not override an operative term. A revised version published on a website does not change an already accepted agreement unless both parties agree in writing.

18. Further assurances

Each party will reasonably cooperate in signing documents and taking steps needed to give effect to the rights and obligations it has agreed to, including the transfer of Client-specific intellectual property rights.

19. Waiver

A delay or failure to enforce a term is not a waiver. A waiver applies only if given in writing and only to the matter it identifies.

20. Amendments

An amendment to this agreement or an Assignment requires the written agreement of both parties. Tekkon may publish revised standard terms for future clients or future assignments, but publication alone does not amend an agreement already accepted.

21. Governing law

Western Australian law governs this agreement. The parties submit to the courts of Western Australia, subject to the dispute process in clause 13.

22. Events beyond reasonable control

Neither party is liable for delay caused by an event beyond its reasonable control, except for amounts already due. The affected party will notify the other promptly and take reasonable steps to reduce the impact. If the event prevents service for 10 consecutive Scheduled Working Days, either party may end the affected Assignment without further prospective fees; any unused prepaid value for unworked days will be returned.

23. Acceptance

The Client accepts this agreement when an authorised representative signs a proposal incorporating it, confirms acceptance of it in writing, or pays an invoice expressly issued under that proposal and agreement. Tekkon should give the Client a copy or accessible link to the applicable version before acceptance. Acceptance of the agreement does not start work before the specialist, schedule, start and prepaid trial invoice are confirmed under clauses 2 to 4.

24. Continuing duty of confidentiality

The obligations in clause 10 continue after an Assignment ends while the information remains confidential. Each party will return or securely delete the other’s confidential information on reasonable request, subject to legal retention duties and routine backups protected under this agreement. Tekkon will arrange a reasonable handover of Client work and access at the end of an Assignment.

25. Specialist working arrangements

The specialist works from a Tekkon-approved location in Nepal unless the parties agree otherwise. The Client sets day-to-day tasks and may communicate directly with the specialist. Tekkon and Tekkon Nepal remain responsible for employment, remuneration, workplace arrangements, reasonable supervision and support. The Client will provide respectful and lawful instructions and must not require unauthorised access or unapproved overtime.

26. Assignment support

Tekkon will provide a contact for onboarding, availability, billing and performance concerns. It will take reasonable steps to monitor scheduled attendance, respond to reported absences or access issues and coordinate with the Client and specialist. Tekkon does not assume the Client’s product ownership or project management role unless separately agreed in writing.

27. Trial basis

The prepaid 10 Scheduled Working Day trial applies to each new specialist selected for an Assignment. Trial work begins only after the Client accepts the person and pays the trial invoice. The Client may assess the specialist during the trial and elect not to continue. The payment and screening remedies in clauses 11 and 12 apply; a replacement starts a fresh paid trial unless the parties agree a credit or other variation in writing.

Schedule 1 Fee structure and service days

Rates. The accepted proposal states the Daily Service Rate, trial amount, GST treatment and ongoing 20-day rate. This website agreement does not set a universal price. A full Scheduled Working Day is normally up to eight hours. Part-time arrangements specify their days or hours in writing.

Trial payment. The agreed 10-day trial is prepaid. For a properly screened and accurately presented specialist, it is the minimum paid trial commitment once work starts. There is no second invoice for the same trial days.

Ongoing payment. Each 20 Scheduled Working Day period is invoiced in advance and starts only after written continuation and receipt of payment. Approved extra hours are charged at the agreed rate.

Billable availability. Time genuinely worked is billable. Scheduled time when the specialist is ready and able to work but materially blocked by Client-caused lack of access, tasks or decisions is also billable. The parties will discuss disputed circumstances promptly.

Absence and holidays. A day not worked because of specialist illness, approved leave, an observed Nepal public holiday or Tekkon-caused unavailability is not charged. Its prepaid value carries forward to a later service day or is refunded when the Assignment closes. A public holiday at the Client’s location does not automatically stop a scheduled service day; the parties should agree the schedule in advance.

Time records. Tekkon will maintain reasonable records and correct proven billing errors under clause 13.1.

Schedule 2 Definitions

Assignment means one specialist allocated by Tekkon to one Client under the accepted proposal and written assignment confirmation. Client Materials means information, code, data, access and other items supplied by or for the Client. Confidential Information means non-public information disclosed in connection with the Assignment that is confidential by nature or marked confidential. Daily Service Rate means the Client-facing price for a Scheduled Working Day stated in the accepted proposal. Specialist means the person selected to work on an Assignment, sometimes called a Tekkie. Tekkon Nepal means Tekkon Technologies Pvt Ltd, the Nepal entity providing delivery services to Tekkon. Written includes email and an electronic document capable of being retained.