Services Agreement Verdant Earth Technologies Limited ABN 65 624 824 791 AND Arthur Phillip Pty Ltd ABN 22 747 634 282

Table of contents
Clause			Page
1	Definitions and Interpretation		1
2	Provision of the Consultancy Services		3
3	Term of consultancy		3
	3.1	Term	3
	3.2	Termination of Consultancy	3
4	Consultancy Fee and Expenses		4
5	Duties and Responsibilities		5
	5.1	Due Diligence	5
	5.2	Compliance with Law	5
6	Independent Contractor		6
	6.1	Relationship between the Company and the Consultant	6
7	Confidentiality		6
	7.1	Obligations of the Consultant	6
	7.2	Separate restrictions	7
	7.3	Acknowledgments of Consultant	7
	7.4	Return of Property	7
	7.5	Survival of obligations	7
8	Intellectual Property		8
	8.1	Intellectual property	8
	8.2	Survival of obligations	8
9	General		8
	9.1	Governing Law	8
	9.2	Notices	8
	9.3	Prohibition or enforceability	8
	9.4	Counterparts	9
	9.5	Entire agreement	9
	9.6	No assignment	9
	9.7	No variation	9
	9.8	Prior agreements superseded	9
	9.9	Exercise of the Company’s rights	9
10	GST		10
	10.1	Definitions	10
	10.2	GST to be added to amount payable	10
	10.3	Impact of GST on calculation of amounts payable	10
	10.4	Provision of Tax Invoice	10
	10.5	Provision of Adjustment Note	10
Schedule 1 – Consultancy Services			11
Schedule 2 – Other Current Roles			12
Schedule 3 – Performance Incentive			12

1.

Verdant Earth Technologies Limited ABN 65 624 827 791 ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (Company)

2.

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Pty Ltd ▇/- ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (Consultant)

1

Definitions and Interpretation

a.

comes to the notice of the Recipient in the course of the Disclosure; or

b.

is created, generated, or contributed to by the Recipient during the course of the Disclosure.

(a)

the Company;

(b)

all Related Bodies Corporate of the Company;

(c)

all directors, and officers of (a) and

(a)

The Company engages the Consultant to provide Consultancy Services to the Company on the terms and conditions set out in this agreement from the date of the Company’s securities being accepted to be quoted on the NASDAQ securities exchange – “Commencement Date”.

(b)

The Consultant must allocate such time in providing the Consultancy Services at the request of the Company as may be required to satisfy the Consultant’s obligations under this agreement, which is nominally 5-days per week during the Yearly term.

(c)

This agreement does not preclude the Consultant from undertaking other roles as long as there is deemed no conflict, acting reasonably. The Consultant will notify the Company of any other current roles or intended roles.

3

Term of consultancy

3.1

Term

3.2

Termination of Consultancy

(a)

The Consultant may terminate the Consultancy at any time prior to the Termination with twelve months’ notice.

(b)

The Company may immediately terminate the Consultancy for gross negligence or if the Consultant has any material changes to its staff or if the Consultant breaches the terms of the Agreement and does not rectify such breach within 14 days of notification of the breach.

(c)

This Agreement will terminate, and all terms will be void, if the Company’s securities have not been quoted on the NASDAQ securities exchange by 30 April 2022.

(d)

Upon termination of the Consultancy:

(1)

the Consultant will be entitled to receive any balance owing to the Consultant under clause 4 and Schedule 3 as at the Termination Date; and

(2)

subject to the payment of any outstanding amount under clause 4 and Schedule 3, the Consultant will have no further claim against the Company for compensation or any other payment in respect to the Consultancy or the termination.

4

Consultancy Fee and Expenses

(a)

The Company will:

(1)

pay the Consultant the agreed Consulting Fee; and

(2)

pay the Consultant travel expenses at 68c per kilometer for work related travel, or such rate as determined as being deductible for income tax as determined by the Australian Tax Office.

(3)

reimburse the Consultant for all other reasonable approved out-of-pocket expenses properly incurred by the Consultant in providing the Consultancy Services, in accordance with this clause 4.

(b)

The Consultancy Fee will consist of:

(1)

an amount of US$40,000 per month (Base Fee);

(2)

an annual bonus payment of up to 150% of the Base Fee (Cash Bonus), payable at the discretion of the Board.

(3)

a Long term Performance Incentive as detailed in Schedule 3.

(c)

The Consultant must submit to the Company within 5 days of the end of each calendar month:

(1)

a Tax Invoice for all Consultancy Services during that month and any out-of-pocket expenses;

(2)

any receipt and invoices reflecting the value of any reasonable out-of-pocket expenses incurred during that month; and

(d)

The Company will pay the Consultancy Fee and any reimbursement of expenses within fourteen (14) days of the Company receiving the Tax Invoice and any approved expense receipts (where applicable).

(e)

The Company and Consultant will conduct an annual review.

5

Duties and Responsibilities

5.1

Due Diligence

(a)

The Consultant and its employees and contractors must perform the Consultancy Services with the high degree of professional skill, care, competence and diligence expected of a consultant experienced in providing services of the same type as the Consultancy Services. ▇▇▇▇▇▇▇ ▇▇▇▇▇ will act in the role of CEO of Verdant Earth and be responsible for the growth and development of the business and all other matters traditionally the responsibility of a CEO. Without limiting the generality of the forgoing, in performing the Consultancy Services, the Consultant will have regard to the requirements, control and direction of the Company as required or as notified to the Consultant from time to time.

(b)

The Consultant must notify the Company in writing of any matter connected with the Consultancy Services which may give rise to an actual or potential conflict of interest at any time during the performance of the Consultancy Services.

5.2

Compliance with Law

(a)

The Consultant agrees, in carrying out this Agreement, to comply with:

(i)

All relevant legislation of the Commonwealth particularly the Crimes ▇▇▇ ▇▇▇▇, Racial Discrimination ▇▇▇ ▇▇▇▇, Sex Discrimination ▇▇▇ ▇▇▇▇ and Disability Discrimination Act 1992), or of any State, Territory or local authority;

(ii)

Any obligations it has under the Affirmative Action (Equal Employment Opportunity for Women) ▇▇▇ ▇▇▇▇;

(iii)

Any obligation it has under the Occupational Health and Safety Act legislation; and

(iv)

Privacy ▇▇▇ ▇▇▇▇;

(v)

and any other laws relevant to its Consultancy with the Company.

6

Independent Contractor

6.1

Relationship between the Company and the Consultant

(a)

No term of the Consultancy, including, without limitation, this Agreement, shall be construed as creating an employee relationship;

(b)

The Consultant has no claim against the Company for annual leave, sick leave, long service leave, public holidays, superannuation or similar benefits;

(c)

The Consultant must comply with all laws, regulations and valid directions of any governmental authorities whatsoever, including but not limited to any Commonwealth, State or local authority, while performing the consultancy services; and

(d)

The Consultant will provide evidence of insurance coverage of the Consultant’s employees for workers compensation.

7

Confidentiality

7.1

Obligations of the Consultant

(a)

Keep any Confidential Information secret and confidential, except to the extent that the Consultant is required by law to disclose it and to take all reasonable and necessary precautions to maintain the secrecy of any Information;

(b)

Refrain from divulging or disclosing to any other person, firm, corporation or entity any Confidential Information without first obtaining the written consent of the Company, except in the ordinary and proper course of providing the Consultancy Services to the Company;

(c)

Refrain from copying, transmitting, retaining or removing any Confidential Information, or attempting to do the same;

(d)

Refrain from using or attempting to use Confidential Information in any manner which will or may cause or be calculated to cause injury or loss to the Group or its clients; and

(e)

Use their best endeavours to prevent the disclosure of any of the Confidential Information by or to third parties.

7.2

Separate restrictions

7.3

Acknowledgments of Consultant

(a)

The Consultant will become possessed of Confidential Information;

(b)

Disclosure of such Confidential Information may diminish the value of the Confidential Information and could materially harm the Group;

(c)

The restrictions in this clause 7 are reasonable in all the circumstances and necessary to protect the goodwill of the Group; and

(d)

The remedy of damages may be inadequate to protect the interests of the Group and the Group is entitled to seek and obtain injunctive relief, or any other relief.

7.4

Return of Property

7.5

Survival of obligations

8

Intellectual Property

8.1

Intellectual property

(a)

Subject to any express written agreement to the contrary, all Intellectual Property created by the Consultant or in the course of the Consultancy automatically vests in the Company.

(b)

The Consultant acknowledges that the Company is the owner of all rights in any Intellectual Property devised or developed by them in the course of the Consultancy, whether or not reduced to or evidenced in writing.

(c)

The Consultant must not use any such Intellectual Property after the Termination Date for any reason, nor disclose that Intellectual Property, in whole or in part, to any third person prior to it being made public by the Company.

8.2

Survival of obligations

9

General

9.1

Governing Law

9.2

Notices

9.3

Prohibition or enforceability

(a)

In the event of the invalidity, illegality or unenforceability of any part or provision of this agreement, that invalidity, illegality or unenforceability will not affect the remaining provisions of this agreement and the part or provision being invalid, illegal or unenforceable will be severed from the remaining provisions of this agreement.

(b)

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

(c)

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

9.4

Counterparts

(a)

This agreement may be executed in any number of counterparts.

(b)

All counterparts, taken together, constitute one instrument.

(c)

A party may execute this agreement by executing any counterpart.

9.5

Entire agreement

(a)

This agreement constitutes the entire agreement of the parties in respect of the matters dealt with in this agreement and supersedes all prior agreements, understandings and negotiations in respect of the matters dealt with in this agreement.

(b)

The parties consider the obligations and restrictions in this agreement to be reasonable in all the circumstances.

9.6

No assignment

9.7

No variation

9.8

Prior agreements superseded

9.9

Exercise of the Company’s rights

(a)

Failure or omission by the Company at any time to enforce or require strict or timely compliance with any provision of this agreement will not affect or impair that provision in any way or the rights of the Company to avail itself of the remedies it may have in respect of any breach of any such provision.

(b)

The Company executes this agreement as the agent and trustee for the Group and holds the rights of each member of the Group on trust. The parties acknowledge and agree that each of the members of the Group may independently enforce this agreement against the Consultant.

10

GST

10.1

Definitions

10.2

GST to be added to amount payable

10.3

Impact of GST on calculation of amounts payable

10.4

Provision of Tax Invoice

10.5

Provision of Adjustment Note

1	Be directly and fully responsible for all operations of the Group in accordance with the authority delegated by the Board or its nominee;

2	Work closely with the Board to develop the Group’s business;

3	Develop operations of the Group to ensure production efficiency, quality, service and cost effective management of resources;

4	Develop and implement strategic plans to advance the mission and objectives of the Company and relevant Related Entities to promote revenue, profitability and growth as a group;

5	Provide sound business advice to the Board on strategic business decisions;

6	Ensure the soundness of the Group’s financial structure by review of projections for capital infrastructure and financing arrangements, which may result from various strategic decisions;

7	Develop and oversee the Group’s business operational procedures, policies and standards;

8	Monitor and measure key personnel performance;

9	Develop and maintain effective communication systems for the Employer and throughout the Group;

10	Represent the Employer and the Group in dealings with major customers, financial institutions, government bodies and other key stakeholders; and

11	Review and approve (where required under the Group’s policies) all contractual arrangements, including the appointment and termination of all personnel.