TRADE AGREEMENT

WHEREAS:

A. IRA is a Company duly incorporated in accordance with the Corporations Act 2001 and acts as an intermediary, or facilitator. between prospective roofing clients and qualified, reputable tradespersons within the roofing industry ("the Industry"). IRA's main objective is to connect prospective roofing clients with tradespersons within the Industry, assisting clients to obtain competitive pricing as well as high-quality workmanship and assisting tradespersons in the Industry to achieve contracted work, together with competitive, advantageous supplier pricing.

B. As part of the service it offers to Trades, IRA has established a multi-faceted "IRA Job Board" which is an online roofing contract work advertisement portal comprised of three separate and distinct platforms:

1. Platform 1: IRA Client Jobs Board

This is a fee-free job-board designed to connect prospective Clients with independent roofing Trades, removing the complexities associated with Trades successfully acquiring work and negotiating terms with prospective Clients.

2. Platform 2: IRA Click and Collect Jobs Board

This Jobs Board comprises of IRA advertisement of "click and collect" leads made available by Third-Party Builders and Suppliers to IRA for the purposes of advertisement on its Job Board, in respect of which trade and material rates will be set by the Third-Party entity prior to advertisement. The individual Trade will, upon payment of the fees outlined on the IRA Job Board, be in a position to view the full details of the particular Third-Party job and accept the Works contained therein if suitable.

3. Platform 3: IRA Click and Collect Leads Board

This Leads Board comprises of IRA advertisement of "click and collect" job leads which the Trade will upon payment of the fee outlined on the IRA Job Board, be placed in contact with the lead contact in order to arrange quotation for the Works.

C. IRA further provides intermediary services between the Trade and roofing/building material suppliers ("Suppliers"), achieving and maintaining advantageous supplier pricing for the Trade. As part of this service, IRA provides Trades with an IRA Affiliate Order Number.

D. The Trade is a qualified roofing Trade operating within the Industry, who wishes to avail of the IRA Job-Board and the IRA Affiliate Order Number on the Terms and Conditions set out in this Agreement.

IT IS AGREED AS FOLLOWS:

1. DEFINITIONS
"Agreement" means this Agreement

"Trade" means the Trade who is an independent roofing Trade, who is not an employee or agent of IRA, with whom the Client may enter into a separate legally binding agreement for the provision of roofing works required.

"Confidential Information" means information that is, by its nature, confidential but does not include:
(a) information already known to the receiving party at the time of disclosure by the other party; or
(b) information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this Agreement.
In this Agreement, Confidential Information includes, but is not limited to, the customers and clients of either Party, developments relating to existing and future products and services marketed, used or rejected by either party, persons and companies dealing with either party and information relating to the general business operations of either party including sales, costs, profits, organisations, customer lists and pricing methods.
"Client" means the person contracting with the Trade for the provision of roofing works required.

"Force Majeure" means an act, omission or circumstance over which a party could not reasonably have exercised control.

"Facilities" means the IRA Job-Board and any other such programs, software or supporting materials that IRA offers to the Trade from time to time.

"Independent Trade" means a person or entity contracted to perform work for, or provide services to, another entity, whilst remaining in business in their own right.

"Intellectual Property Rights" means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade-marks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.

"IRA Roofing Trade Jobs" means roofing Trade jobs brought about by way of Agency Agreement between IRA and the Client, in respect of which IRA has collaborated with the Client, attended the Premises and provided an initial quotation for the purposes of posting said job to the IRA Job Board.

"IRA Suppliers" means those building and roofing material suppliers engaged by IRA from time to time to provide discounts and/or advantageous supply rates to Trades.

"Losses" means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

"Moral Right" means:

(a) a right of attribution of authorship;
(b) a right not to have authorship falsely attributed;
(c) a right of integrity of authorship; or
(d) a right of a similar nature,
which is conferred by statute, and which exists or comes to exist anywhere in the world in a deliverable form comprised within this Agreement.

"Parties" means the Trade and IRA, with Party meaning either one of them.

"Premises" means the address or location at which the roofing Trade works are to be undertaken.

"Related Body Corporate" has the meaning given in section 50 of the Corporations Act 2001 (Cth).

2. DURATION

2.1. This Agreement will commence on the date specified in the Schedule and shall, unless otherwise terminated in accordance with Clause 8 of this Agreement, continue in effect indefinitely.

3. IRA OBLIGATIONS

3.1. As part of the services ("Services") offered by IRA to Trades and Clients, IRA will:

3.1.1. IRA Roofing Trade Jobs
a) IRA will, at no cost to the Trade, communicate and collaborate with prospective IRA Clients in order to attain Roofing Trade Jobs, including the attendance of the Premises at which the Works are to be undertaken to carry-out an inspection with the intention of ascertaining relevant information for the purposes of preparing an initial itemised quotation for the Works that is tailored to the individual Client's requirements and requests. This initial quotation will be based upon the information provided to IRA at the time of its attendance at the Premises and may require further investigation by the Trade at the point of being awarded the Work.
b) Upon completion of the initial quotation for Works, IRA will post (or upload) relevant information relating to the Works for the Client, based upon the initial quotation or estimate provided to the Client, to the IRA Jobs Board and will include supplier-specific material estimates for the Works.
c) In the event of the Trade being successful in attaining a particular roofing Trade Job, IRA, in its position as an intermediary or facilitator between the Trade and Client will continue to assist the Trade to formulate the relationship with Client, including assisting with the completion of necessary contracts and OH&S documentation, communication and collaboration with reputable building material suppliers in the Industry in order to obtain advantageous pricing for the works to be undertaken.
3.1.2. Third Party Click and Collect Jobs
a) IRA may, from time to time, using its extensive background and reputation within the Industry, communicate and collaborate with its key contacts in the Industry in order to obtain ongoing Third Party Click and Collect roofing Trade Jobs for advertisement on the IRA Job Board, which will then be made available to Trades to "click and collect" for a fee in accordance with the IRA Job Board Terms and Conditions.
3.1.3. Third Party Click and Collect Leads
a) IRA may, from time to time, using its extensive background and reputation within the Industry, communicate and collaborate with its key contacts in the Industry, as well as clients or potential clients of IRA, for the purposes of advertising Click and Collect Job Leads on the IRA Job Board, which will then be made available to Trades to "click and collect" for a fee in accordance with the IRA Job Board Terms and Conditions.
3.1.4. IRA Affiliate Order Number
As part of the intermediary services provided by IRA between the Trade and Supplier, achieving and maintaining advantageous supplier pricing for the Trade, IRA will provide Supplier-approved Trades with an IRA Affiliate Order Number.
a) IRA will (where applicable) assist and work with the Trade, to the best of its ability, to collect the necessary information to complete a Trade Member Application Form for the relevant Supplier in order to assist the Trade in obtaining approval from the Supplier, therefore rendering the Trade eligible to receive the IRA Affiliate Order Number. The Trade Member Application Form will be provided by IRA directly to the Supplier and the outcome of the application will be communicated to both IRA and the Trade.
b) Upon confirmation of approval from the Supplier, IRA will provide the Trade and the Supplier with the IRA Affiliate Order Number which is unique to the Trade and affords the Trade with discount supply rates with IRA Suppliers. This IRA Affiliate Order Number is to be used by the Trade on all IRA Roofing Trade Jobs.
3.2. IRA will start providing the Services on the date of this Agreement.

3.3. The Services will be provided by IRA until IRA has completed them, or until other such date as agreed to by the Parties in writing.

3.4. IRA reserves at its absolute sole discretion each members individual access to Online Store items.

4. TRADE OBLIGATIONS

4.1. The Trade and the Client will agree the time and place for the performance of the roofing works by way of a separate legally binding agreement ("Contract for Services").

4.2. The Trade will, on an ongoing basis, provide to IRA evidence that it is a licensed and/or registered tradesperson capable of, and legally entitled to, performing the Works and hereby consents to IRA maintaining a record of said licenses and/or registrations for the purposes of ensuring the Trade is capable of, and legally entitled to, perform the Works.

4.3. The Trade will, within three (3) business days from the acceptance of a roofing contract job via the IRA Job-Board, cause a Contract for Services, or Domestic Building Contract, to be executed between the Trade and the Client.

4.4. The Trade will, in respect of the Works to be carried out at the Premises, perform its own Due Diligence and ensure that has, prior to the commencement of the Works, put in place all necessary contracts, documentation, licenses, registrations and insurances required to perform the Works.

4.5. The Trade will, at all times throughout the performance of a roofing contract job tendered through the IRA Job-Board, utilise the IRA Affiliate Order Number for the purchase of roofing and building materials required for the performance of the Services. The Trade is encouraged, and is permitted by IRA, to use the IRA Affiliate Order Number for any and all works it undertakes, whether related to IRA roofing contract works or otherwise.

4.6. To ensure the customer experience with roof tile installation is not compromised, all roof tile sold to the Trade must be installed by the Trade to its customers. This means you must not sell roof tiles or accessories to any person unless you also supply the installation services.

4.7. The Trade abide by and install strictly to standards AS3500 HB39 and AS2050 as well as any State legislation and Manufacturers specifications.

4.8. The Trade agrees to random audits to ensure compliance of installations carried out by Trade.

5. TITLE AND INTELLECTUAL PROPERTY
5.1. The Trade agrees that any works, items, materials or information of whatever nature produced or developed by IRA, or under IRA's direction pursuant to or in the course of providing the Services will remain the sole and complete property of IRA, whether such property is tangible or is in the nature of industrial and Intellectual Property Rights (including copyright and rights of Confidential Information).

5.2. There is no assignment of Intellectual Property Rights by IRA to the Trade pursuant to this Agreement.

5.3. Nothing in this Agreement affects the Moral Rights in any works, items, materials or information supplied pursuant to this Agreement.

6. NON-COMPETITION
6.1. For the purposes of this Clause 21 the following expressions shall have the following meanings:
"Associate" has the same meaning as ascribed in section 995-1 of the Income Tax Assessment Act 1997; and

"competitive with our business" includes (but is not limited to) competition in a small part of our business or mere competition in peripheral products, services or lines of business.

6.2. The Trade must not do, and must ensure that none of its related corporations or associates of, does any of the following without first obtaining prior written consent or IRA:

6.2.1. for the duration of this Agreement and for the period referred to in Clause 6.3 anywhere in the Restraint Area specified in the Schedule, directly or indirectly carry on (whether alone or in partnership or joint venture with anyone else), or otherwise be concerned with or interested in (whether as trustee, principal, agent, manager, shareholder, unit holder or in any other capacity), any business similar to or competitive with the business of IRA;

6.2.2. for the period referred to in Clause 6.3, solicit or persuade any person or corporation which is a customer, supplier or client of IRA, or who was in the 12-month period prior to termination of this Agreement, a customer, supplier or client of or in respect of IRA, to cease doing business with IRA or reduce the amount of business which the customer, supplier or client would normally do in respect of IRA's business;

6.2.3. for the period referred to in Clause 6.3, accept from a customer or Client of IRA's business any business of the kind ordinarily forming part of IRA's business;

6.3. The period for the purposes of Clauses 6.2.1, 6.2.2 and 6.2.3 hereof is:

6.3.1. Two years immediately following the termination of this Agreement, or (if this is held invalid);

6.3.2. 12 months immediately following the termination of this Agreement, or (if this is held invalid);

6.3.3. Nine months immediately following the termination of this Agreement, or (if this is held invalid);

6.3.4. Six months immediately following the termination of this Agreement.

6.4. In the event that the Trade, or an Associate of the Trade, breaches or threatens to breach Clause 6.2 hereof and without prejudice to our other remedies:

6.4.1. The Trade consents to IRA seeking and maintaining injunctive relief to restrain a breach or threatened breach; and

6.4.2. In the case of a breach, the Trade acknowledges and understands that IRA will seek from the Trade and/or the Trade's Associate/s an amount representing actual damages as a consequence of the breach together with punitive damages, such amount to be paid by the Trade to IRA.

6.5. The Trade acknowledges that Clause 6 is reasonable in its duration, extent and purpose and that Clause 6 goes no further than is necessary to protect IRA's interests and does not unreasonably restrict the Trade's right to carry on its profession.

7. WARRANTIES, LIABILITY AND INDEMNITIES
7.1. IRA provides no warranty that any result or objective can or will be achieved or attained at all or by or any date, whether stated in this Agreement or elsewhere.

7.2. The Trade acknowledges that nothing contained in this Agreement represents any form of guarantee on the part of IRA, its servants or agents, of ongoing, regular contracted roofing work, third party roofing work, or leads for roofing work.

7.3. The Trade acknowledges that in order for IRA to assist the Trade with obtaining Supplier approval and/or an IRA Affiliate Order Number, IRA will be required to receive and collect certain information regarding the Trade, from the Trade, and to provide said information to the Supplier including but not limited the business and trading name(s) of the Trade, the business address of the Trade, copies of licenses and/or registrations and any further documentation required by the Supplier to assess the application. The Trade further acknowledges that, as part of this service, IRA will receive certain information from the Supplier regarding the status of the Trades approval with the Supplier and any conditions imposed on the Trade's account with the Supplier.

7.4. The Trade acknowledges that, as part of the IRA's provision of the IRA Affiliate Order Number, IRA may be required from time to time to seek reports from the individual Suppliers containing information relating to the use of the IRA Affiliate Order Number for IRA roofing Trade jobs.

7.5. The Trade acknowledges that, in entering into this Agreement, IRA may, from time to time, request the Client to provide certain information and feedback to IRA regarding the performance of the Works for the purposes of IRA establishing and maintaining a star-rating service on its IRA Job Board in accordance with the Terms and Conditions set out on the IRA Job Board.

7.6. The Trade indemnifies, and must keep indemnified, IRA, and IRA's personnel, from all damages (including economic loss), costs and expenses (including legal costs on a solicitor and client basis) suffered or incurred as a result in whole or in part of the Trade's performance of any work to be carried out for the Client.

7.7. Each of the Parties acknowledge that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

8. RELATIONSHIP OF THE PARTIES
8.1. In entering this Agreement, the Trade acknowledges and warrants that at all times during this Agreement, IRA's status remains as that of facilitator and/or intermediary between the Client and the Trade. Nothing contained in this Agreement shall be construed as constituting IRA and the Trade as partners, or as creating the relationship of employer or employee, master and servant or principal and agent between IRA and the Trade. The Trade will enter into a separate legally binding agreement with the Client, in respect of which IRA will not be a party.

8.2. IRA acknowledges and warrants that at all times during this Agreement that the Trade shall remain an Independent Trade and shall continue to be in business in its own right.

8.3. Neither the Trade nor IRA shall have (and shall not represent that it has) any power, right or authority to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other or in the others' name.

9. TERMINATION
9.1. Either party may determine this Agreement, on the giving of seven (7) days written notice to the other upon the happening of any of the following events:

9.1.1. If IRA wholly or partly suspends the performance of its obligations pursuant to Clause 3 of this Agreement, or refuses to carry out the Obligations without reasonable cause;

9.1.2. If the Trade wholly or partly suspends the performance of its obligations pursuant to Clause 4 of this Agreement, or refuses to carry out it's obligations without reasonable cause;
9.1.3. If either party is made bankrupt or enters into a deed of arrangement or compromise, administration, or is wound up pursuant to the Corporations Act 2001;

9.1.4. If a receiver, manager, liquidator, provisional liquidator or administrator is appointed to either party or, either party suffers any form of administration in insolvency.

9.2. The Trade acknowledges that IRA is, save for the dispute resolution process outlined in Clause 11 of this Agreement, entitled to institute appropriate proceedings for breach of this Agreement, including but not limited to:

9.2.1. restraining any breach or anticipated breach of this Agreement by an injunction or similar remedy;

9.2.2. recovering damages arising out of any breach of this Agreement; or

9.2.3. both restraining any such breach and recovering such damages.

10. CONFIDENTIALITY
10.1. The Trade must keep IRA’s Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.

10.2. Clause 10.1 also applies to Confidential Information of IRA’s Related Bodies Corporate.

10.3. Neither party, either during or after the period of this Agreement, is to disclose to any person any Confidential Information belonging to the other party which is learned in the course of fulfilling the terms of this Agreement.

10.4. Upon the termination of this Agreement, the Trade is required to return to IRA any Confidential Information and any equipment, tools or devices provided in the course of fulfilling the terms of this Agreement, except as otherwise required by law.

11. DISPUTE RESOLUTION
11.1. In the event of any grievance or dispute concerning the subject matter of this Agreement, save for any interlocutory relief which is required by a party, no party shall institute proceedings in any Court having jurisdiction without first having complied with the provisions of Clause 11.2.

11.2. IRA and the Trade agree that, in the event of a grievance or dispute arising between them in relation to or concerning the subject matter of this Agreement, the following procedures shall be undertaken:

11.2.1. The aggrieved party shall notify the other party in writing of the existence of the dispute and provide written details of the grounds of dispute;

11.2.2. The parties shall meet and endeavour to resolve the dispute by negotiation within seven (7) days of receipt of the notice of the dispute;

11.3. If the parties are unable to resolve the dispute by negotiation, then either of the parties may elect whether to refer the dispute to mediation. If the parties are unable to agree on a process for resolving the dispute within two (2) days of the meeting referred to in sub-Clause 11.2.2 above, then the dispute shall be referred to mediation to be conducted in accordance with the Mediation Guidelines promulgated from time to time by the Law Institute of Victoria.

11.4. The mediator shall be chosen and appointed jointly by the parties. The costs of the mediator shall be shared equally by the parties. If the parties are unable to agree on a mediator, then the President of Law Institute of Victoria shall appoint one for the parties.

11.5. If the parties are unable to resolve the dispute by mediation they shall submit to the jurisdiction of the Courts of the State of Victoria (as the case may be) and any Court competent to hear appeals therefrom.

12. FORCE MAJEURE
12.1. Neither Party has any liability under, or is to be deemed to be in breach of, this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party.

12.2. The Party affected by such circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

12.3. If such circumstances continue for a continuous period of more than one (1) month, either Party may terminate this Agreement by written notice to the other Party.

13. GENERAL
13.1. This Agreement contains the whole Agreement between the Parties in respect of the subject matter of Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter.

13.2. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

13.3. The parties agree and acknowledge that prior to having executed this Agreement they have:

13.3.1. carefully read the provisions of this Agreement and understood them; and

13.3.2. not relied upon any statement, representation or warranty made by another party, its officers, servants, agents or solicitors in relation to the subject matter of this Agreement other than as set out herein.

13.4. If any provision of this Agreement is prohibited by law or judged by a Court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement. It will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

13.5. A notice or other communication connected with this Agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this Agreement, or sent by e-mail to the e-mail address of the addressee.

13.6. This Agreement is made in the State of Victoria and each party submits to the exclusive jurisdiction of the Supreme Court of Victoria.

13.7. Any provision, or the application of any provision, of this Agreement which is prohibited in any place is, in that place, ineffective only to the extent of that prohibition.

13.8. Any provision, or the application of any provision, of this Agreement which is void, illegal or unenforceable in any place does not affect the validity, legality or enforceability of that provision in any other place or of the remaining provisions in that or any other place.