Service Provider* - Contract for Services

Template – Service Provider – Contract for Services Updated 22 September 2009 Page 1

TEMPLATE

SERVICE PROVIDER* - CONTRACT FOR SERVICES

*PROFESSIONAL TENNIS COACH, PROFESSIONAL COACHING BUSINESS

[INSERT CLUB NAME] (this yellow text is difficult to read, possibly change text colour)

AND

[INSERT SERVICE PROVIDER’S NAME]

PRIVATE AND CONFIDENTIAL

Please Note:

This Template - Contract for Services has been designed to assist clubs and independent (non-employee) Service Providers to form successful, strong, healthy and long-term relationships. Please refer to the attached supplementary notes for guidance.

Overview

Arguably, the Professional Coach is the most valuable asset for any successful tennis club.Service Providers are more than court hirers, they are an integral element of successful tennis club operations.

The Service Provider, being autonomous and self employed, comes at no cost to the club, yet has the capacity to be one of the most important assets of a club. Through the Service Providers professional marketing and advertising for coaching he/she will bring to the club many potential members, though ultimately, it is the club that has the responsibility to ensure there is a myriad of programs and services to convert potential members into actual members.

This template is intended to set out possible terms that may be included in a Service Provider’s contract for services.

Disclaimer

The information contained in this template is intended as a guide only and is not substitute for obtaining independent legal advice about your particular circumstances. The information is provided on the basis that the reader will be responsible for assessing the relevance and accuracy of the content. While every effort has been made to ensure that the information is accurate, Tennis Australia and/or any member of its staff will not accept any liability for any loss or damage which may be incurred by any person acting in reliance upon this template or any information contained in it.

PLEASE NOTE: Clubs should refer to their Member Association for further information, support and advice.

This Contract for Service is made thisday of 20____

BETWEEN:

[INSERT CLUB NAME] of [INSERT ADDRESS], [INSERT ABN]

( ‘the Club’)

AND

[INSERT SERVICE PROVIDER’S NAME] of [INSERT ADDRESS], [INSERT ABN]

(’the Service Provider’)

RECITALS

1. The Clubpromotes and facilitates participation in tennis at all levels [if applicable add more details].

1. The Service Provider is experienced in the delivery of services the subject of this Contract for Service (“the Agreement”).

1. The Club wishes to engage the services of the Service Provider.

1. This Agreement sets out the agreed terms and conditions governing the relationship between the parties.

IT IS AGREED as follows:

1. TERM OF CONTRACT

1.1.This Agreement will operate between the Commencement and Completion Dates set out in Item 2 of Schedule 1 ("Term"), unless it is terminated earlier in accordance with Clause 20.

1. SERVICES TO BE PROVIDED

2.1.The Service Provider will provide the services as set out under “Service Deliverables” in Schedule 2 ("the Services"). The Clubmay, after consultation with the Service Provider, vary the Service Provider’s responsibilities and duties to suit the Club’s needs but not so as to substantially change the nature of them.

2.2.The Service Provider will be required to provide the Services at times necessary to fulfil the requirements of this Agreement. The hours during which the Coach agrees to provide the services are set out in Item 2.1(c) of Schedule 3.

2.3.At first instance, the Service Provideris required to report to the [INSERT NAME AND POSITION]

( ”the Club’s Representative”).

1. LOCATION OF SERVICE [DELETE IF NOT APPLICABLE] Only necessary if the location could change or if there is more than one venue.

3.1.The Service Provider will primarily work at [INSERT CLUB LOCATION(S) / VENUE(S)], which is currently located at [INSERT THE ADDRESSES].

1. BENEFITS

4.1The Clubwill provide the Service Provider with the benefits set out in Schedule 3 (“Benefits”).

1. CONSIDERATION FOR BENEFITS

5.1 DELETE IF NOT APPLICABLE] In consideration of the Benefits being provided by the Club to the Service Provider, the Service Providerwill pay the amount (“the Fee”) set out in Item 4 of Schedule 1. Subject to the Club providing the Coach with a valid tax invoice, the Service Providershall also pay the Clubany GST payable on the Fee.

5.2[DELETE IF NOT APPLICABLE] The Club will invoice the Service Provider for the Services on [[basis, eg monthly, quarterly, per term, yearly etc]

1. EXPENSES[DELETE IF NOT APPLICABLE]

6.1All Coaching related business expenses will be the Service Provider’s responsibility except where the Service Providerhas received prior written approval for any expenses from the Club’s Representative [insert name of secretary, president or coach liaison officer]Where such approval is granted, all receipts and invoices must be forwarded to the Club’s Representative within thirty (30) days of expenditure.

1. OBLIGATIONS

7.1In addition to the specific obligations set out in Schedule 3, the Service Providermust:

7.1.1Provide the Services with due care, skill and diligence and to the best of his / her knowledge and expertise;

7.1.2Ensure the Services are provided to the Club’s reasonablesatisfaction and for the benefit of the Club;

7.1.3Ensure the Services are provided in accordance with the timetable (if any) set out in Schedule 3, item 2

7.1.4Ensure the Services meet the requirements set out in Schedule and anyreasonable instructions and directions given by the Clubfrom time to time, and

7.1.5Comply with all policies and by-laws of Tennis Australia, including Tennis Australia’s Member Protection By-law, Anti-Doping policy and ‘Code of Conduct for Coaches’ (set out at Schedule 4), as amended from time to time; and available via the tennis.com.au website.

7.1.6Comply with the National Privacy Principles contained in the Privacy Act 1988 (cth).

7.2The Club will provide:

7.2.1Such information and assistance as the Service Provider reasonably requires to perform the Services; and

7.2.2Such access to relevant facilities controlled by the Clubas may be reasonably required by the Service Provider to enable to Coach to provide the Services.

8.REPRESENTATIONS & WARRANTIES

8.1The Service Provider represents and warrants to the Clubthat:

8.1.1He / she has requisite expertise in providing the Services;

8.1.2He / she is duly authorised to enter into this Agreement and the obligations under this Agreement are valid, binding and enforceable in accordance with its terms;

8.1.3In having performed and performing the Services, the Service Providerhas not been and will not be in breach of any regulatory requirement, law or any obligation owed to any person;

8.1.4The Services (as outlined in Schedule 2) will be fit for the purpose intended;and

8.1.5He/she will take all reasonable steps to protect personal or sensitive information of a third party disclosed to the Service Providerin the performance of the Services.

1. INDEPENDENT CONTRACTOR

9.1It is agreed that the Service Providerenters into this Agreement as an independent contractor to the Club. The parties agree that nothing in this Agreement creates a relationship between them of employer/employee, principal/agent, a joint venture or a partnership.

9.2The Service Provider shall not by virtue of this Agreement be, or for any purpose be deemed to be, an employee or agent of the Clubunless so deemed for the purposes of the Income Tax Assessment Act, the Superannuation Guarantee (Administration) Act, Workcover legislation or the Payroll Tax Assessment Act.

9.3The Service Provider will be responsible for the payment of the Service Provider’s taxation in respect of any amount the Service Providerreceives under this Agreement.

10SHARED OBJECTIVES

10.1Shared objectives will be established by the parties for each year of the Term, and reviewed annually (refer to Schedule 1, Item 1).

10.2The Club will make necessary resources available to assist in the development of the shared objectives and to ensure that methods of measuring attainment of the shared objectives are fair and reasonable.

10.3The Service Provider will be kept informed of the progress and measurement of the shared objectives through consultation and feedback every six months, by a mutually nominated agreed club representative.

11 TRANSFERRING THE BUSINESS OR ASSIGNMENT

[SELECT CLAUSE 11.1, 11.2 & 11.3 OR SELECT CLAUSE 11.1 ASSIGNMENT, DELETE THE CLAUSE(S) NOT SELECTED]

11.1Acknowledging that the Service Provider has expended time, effort and money to develop his/her business and has established a reputation for the Services he / she provides, the club agrees that the Service Provider has the right to sell his / her business, and assign his/her rights, interests and obligations under this Agreement (including any renewal options), to a qualified Service Provider (“the Prospective Service Provider”).

11.2The Club’s Committee will not unreasonably reject the sale to the Prospective Service Provider. [Insert number in words] percentage ([insert number]%) of the purchase price of the business will be forwarded to the Club by the Coach upon his/her receipt of full payment from the Prospective Service Provider. The purchase price is to be negotiated between the Professional Coach and Prospective Professional Coach.

11.3Any assignment of the Coach’s rights, interests and obligations under this Agreement is only valid for the remainder of the agreed term set out at Item 2 of Schedule 1.

OR

11.1ASSIGNMENT

The rights and obligations of the Service Provider under this agreement are personal and the Service Provider shall not, without the prior written approval of the Club and except on such terms and conditions as are determined in writing by the Club, transfer, assign all or any part of its right, title and interest in the Agreement to any person or entity.

12 INTELLECTUAL PROPERTY[DELETE IF NOT APPLICABLE]

12.1Any ideas, concepts, plans, invention, systems, database information, products, or processes developed or created in whole by the Service Providerduring the Term of this Agreement, shall be the sole and exclusive property of the Service Provider.

12.2Any ideas, concepts, plans, invention, systems, database information, products, or processes developed or created in whole by the Clubduring the Term of this Agreement, shall be the sole and exclusive property of the Club.

12.3The proprietary rights in any ideas, concepts, plans, invention, systems, products, or processes developed or created in part by both the Club and the Service Provider during the Term of this Agreement, shall be shared equally between the parties OR shall be held by each party in such proportions as reflect their individual contributions to the development or creation.

12.4To the extent that the club or the coach, uses an of Tennis Australia’s initiatives or programs, the parties acknowledge and agree that the proprietary rights in initiatives and programs are and shall remain the sole and exclusive property of Tennis Australia, and those intiatives and programs may only be duplicated or modified by the Service Provider or Club, with Tennis Australia ‘s prior written approval.

13CONFIDENTIALITY

13.1The Service Provider agrees that the Service Providerwill not, either during the Term of this Agreement, or after its termination or expiry, disclose to any person or in any way make use of any confidential, proprietary or sensitive information which is obtained during or incidental to the performance of the Services under this Agreement unless authorised by the Club’s Representative to do so.

13.2The Service Provider must not at any time, whether during the Term of this Agreement or after its termination or expiry, divulge any of the terms of this Agreement (with the exception of the fact that the Coach is associated with the Club) to any third party without the Club's consent, unless for the purpose of taking professional legal or accounting advice or where required to do so by law.

14OTHER CONTRACTS AND ARRANGEMENTS

15.1 The Clubacknowledges that the Service Provideris or may be engaged in other contracts and professional arrangements.

15.2 The Service Provider agrees not to place him / herself in a situation where the Service Providerhas a financial or personal conflict of interest with the interests of the Club.

15.3 The Service Provider agrees to disclose to the Club any other arrangements or contracts (but not the financial details of such arrangements or contracts) the Service Provideris engaged in or intends to be engaged in, where there is an actual or potential financial or personal conflict of interest.

15 HEALTH & SAFETY

15.1 The Service Provider acknowledges that the Service Providerhas obligations under Occupational Health and Safety legislation in the State or Territory where the Services are performed, including the obligation to ensure, so far as practicable, that persons are not exposed to health and safety risks as a result of the performance of the Services.

16INSURANCE & INDEMNITY

16.1The Service Provider acknowledges that he / sheis not covered by the Club’s worker’s compensation policy and, where applicable,that it is the Service Provider’s responsibility to take out employer’s insurance in relation to the Services.

16.2The Service Provider shall at all times during the Term, maintain professional indemnity insurance, including suitable run-off cover, in respect of the Services provided under this Agreement. Such insurance shall be in the sum insured of at least $10 million dollars for each occurrence.

16.3The Service Provider must maintain during the Term and for a minimum six (6) months after the end of the Term, public liability insurance for an amount not less than $20 million dollars for any one occurrence, insuring the Service Provider against liability for the death of or injury to any person or loss of, destruction of or damage to property due to or arising out of any occurrence or occurrences happening in connection with the performance of the Service Provider’s obligations under this Agreement.

16.4Evidence of such insurance by way of a Certificate of Currency shall be provided to the Club within 14 days of such request being made by the Club.

16.5The parties acknowledges that evidence of the existence of applicable insurance cover may be requested by Tennis Australia. Upon receipt of such a request, the Club will be obliged to present a certificate of currency within 14 days , and the Service Provider consents to the club doing so.

16.6The Service Provider agrees to indemnify, defend and hold harmless the Club, its directors, officers, employees and agents (for the purposes of this clause referred to as ‘the Club’) against loss, damage or expense incurred by the Clubas a result of any negligent act or omission, or breach of this Agreement by the Service Provider,including any third party claim. This includes any liability for the deduction or payment of taxation in connection with any payments made by the Clubto the Service Providerunder this Agreement.

The Club can attain appropriate insurance by being an affiliated member of their respective State/Territory Member Association.

17OPTION TO RENEW

17.1The Service Provider may elect to renew this Agreement on the same terms and conditions, for successive terms, each of which shall not exceed the period set out in Item 2 of Schedule 1. Renewal shall be dealt with as follows:

17.1.1The Service Provider must provide the Club with written notice of his or her desire to exercise the option to renew no later than three (3) calendar months before the expiration of the Term or any subsequent term. Such notice must set out the intended renewal period, and an intended new expiry date.

17.1.2The Club must, within fourteen (14) days of the date of the notice given under clause 17.1.1, give the Service Provider written notice accepting or rejecting the exercise of the option to renew this Agreement. If the Club fails to give notice under this sub-clause within the time stipulated, the parties must meet within 21 days to determine whether the option will be permitted to be exercised.

17.1.3If the Club accepts the exercise of the option to renew, this Agreement will be renewed for the period specified in the notice and the commencement date of the renewed Agreement will be the day immediately following the Completion Date of this Agreement (as set out in Item 2 of Schedule 1).

18 DISPUTES

Note that this agreement covers Service Providers who are independent contractors, and so employment–related grievances are not covered by its scope.

18.1If any dispute or difference arises between the Service Providerand the Clubin respect of this Agreement (other than any issue arising under Tennis Australia’s Member Protection By-Law), the parties will refer to the Tennis Australia Grievance Handling Process (as set out on the Tennis Australia website), complete the Grievance Registration form and refer it to Tennis Australia’s Coach Membership Grievance Resolution Committee (‘Application’).

18.2Tennis Australia’s Coach Membership Grievance Resolution Committee will review and assess the Application and facilitate a discussion between the Coach and a nominated member of the Club’s committee with a view to resolving the matter amicably.

18.3If the parties cannot resolve the dispute or difference within a period of two (2) weeks after discussions have commenced under Clause 18.2 above, then all the members of the Club’s committee and the Service Provider must meet within 21 days with a view to resolving the matter.

18.4If the dispute or difference cannot be resolved within a period of 28 days after the meeting referred to in Clause 18.3 above, the parties will submit the dispute to a mediation body [listed on Tennis Australia Coach Membership website] for mediation in accordance with the Tennis Australia Grievance Handling Process. Both parties agree to attend the mediation and to bear the costs of mediation equally.

18.5The Club and Service Provider agree to commit to and comply with the Tennis Australia Grievance Handling Process.

19 TERMINATION

19.1Despite the dispute resolution process in Clause 18, the Clubmay terminate this Agreement without notice and with immediate effect if the Service Provider commits an act of serious misconduct. Such misconduct may include:

a)a charge or conviction for a serious criminal offence;

b)theft, fraud, assault, or refusing to carry out a lawful and reasonable instruction consistent with this Agreement; and / or

c)suspension from practising the Services or suspension pending the hearing of any disciplinary action brought before Tennis Australia’s Disciplinary Tribunal (in accordance with Tennis Australia’s ‘Member Protection By-Law’).