BETWEEN: GR8 smart-office Pty Ltd t/a Digital Twinning Australia 147 Pirie Street Adelaide, South Australia 5000 hub@digitaltwinningaustralia.com.au ABN: 12 709 445 156 (“Digital Twinning Australia”) of the one part AND: Company Name Address Business email ABN: (“the Client”) of the other part RECITALS 1. The Client wishes to undertake the project described in Schedule 1 (“the Project”). 2. Successful completion of the Project requires (inter alia / among other things) delivery of a dynamic digital twin [dDT] using data available to the client. 3. That dDT needs a sophisticated platform not available to the Client. 4. Digital Twinning Australia has access to that platform , is expert in the use and application thereof and provides on a fee basis dDT platform, data and analysis services to clients who furnish Digital Twinning Australia with the requisite data. 5. The Client wishes to engage Digital Twinning Australia to supply the dDT deliverable and services which the Client requires, and the parties have agreed upon terms and conditions on which Digital Twinning Australia will provide such services. 6. Digital Twinning Australia owns and retains all right, title, and interest, including all intellectual property rights, in and to the Service and all technologies related thereto, including any and all algorithms or processes developed by Company and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Company, whether or not created or developed in connection with the Service. 7. The Client owns and retains all right, title, and interest, including all intellectual property rights, in and to (a) the Customer content; and (b) all data and reports provided by Digital Twinning Australia prepared based on analysis of the Client content, subject to Digital Twinning Australia’s underlying rights in the Service. 8. For the purpose of recording and putting into effect their agreement they have resolved to execute this Memorandum of Agreement. OPERATIVE PROVISIONS Recitals 1. The parties acknowledge that the recitals above are true and accurate and agree that the same shall to the extent to which they are operative be binding. Provision of Services 2. Conditional on the Client providing to Digital Twinning Australia in a form which complies with Clause 3 the input data as indicated in Schedule 2 and 3 at the times indicated in that schedule or if not indicated there then stipulated generally or from time to time by Digital Twinning Australia, Digital Twinning Australia will use the data to produce an appropriate dDT and services of the project. Delivery of Input Data 3. The Client must at its own expense deliver the input data to Digital Twinning Australia at its above address:- 1. In sound and valid form. 2. Free of errors in a form suitable for dDT mapping and representation. Digital Twinning Australia Obligations 4. Digital Twinning Australia: 1. Will provide the services in a competent and professional manner promptly and efficiently and in such timeframe as is consistent with the achievement of the Project. 2. Warrants that its use of the software for the purposes of this contract is lawful and does not breach intellectual property or other rights of any person or company. 3. Warrants that the software to be applied for the purposes of this contract and the operation thereof by Digital Twinning Australia personnel are calculated, with the input of appropriate data which complies with the Client’s obligations stipulated above to produce the kind of dDT mapping and representation needed for the Project. Exclusion of Implied Conditions and Warranties 5. The parties expressly negative and exclude any condition or warranty which would or might but for this clause have been implied into this agreement. Limitation of Liability 6. The Client acknowledges that:- 1. It would be difficult or impossible for the Client to obtain the kinds of services which Digital Twinning Australia by this agreement undertakes to provide. 2. There is always a risk that notwithstanding Digital Twinning Australia endeavours some difficulty with the software which Digital Twinning Australia employs or some error on the part of will produce adverse consequences for the Client. 3. It is reasonable for Digital Twinning Australia as a condition of supply of the services to do so on the basis that its liability is limited to the value of the contract. Accordingly, the parties agree that in case of breach by Digital Twinning Australia of any of the warranties contained in this agreement apart from clause 4.2 above Digital Twinning Australia shall not under any circumstances be liable for consequential loss. In the event of any such breach the Client must notify Digital Twinning Australia thereof and give Digital Twinning Australia a reasonable opportunity to remedy the particular problem (but with no liability to remedy consequences flowing therefrom) and only if Digital Twinning Australia fails to rectify the particular problem may recover from Digital Twinning Australia the reasonable costs of having same (but not any consequences thereof) rectified elsewhere. Payment for Services 7. The Client will pay to Digital Twinning Australia the fee or fees specified in Schedule 4 at the time or times specified in that document. 8. Digital Twinning Australia’s various obligations to the Client (including the obligation to provide the services and to remedy any problem in the circumstances mentioned in clause 6 hereof) are dependent upon the Client having first paid to Digital Twinning Australia all monies payable up to that time. Notices 9. Any notice or other communication which may be given by a party under this agreement shall be in writing and addressed to the party at its address set out at the beginning of this agreement or to another address for a party as notified in writing by that party. 10. All such notices and communications must be delivered personally or by hand, posted by pre-paid post or sent by official email, and all such communications will be received:- 1. If hand delivered or delivered personally, upon delivery. 2. If posted, on the second business day after posting. 3. If sent by official email, on the date of transmission if the sender shall receive confirmation of receipt from the recipient if that day should be a business day and during business hours, and if not, at the commencement of business on the next business day thereafter. Entire Agreement 11. This memorandum of agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement. Severance 12. If it is held by a Court of competent jurisdiction that:- 1. Any part of this agreement is void, voidable, illegal or unenforceable, or 2. This agreement would be void, voidable, illegal or unenforceable unless any party of this agreement was severed, then that part will be severable from and will not affect or derogate from the enforceability of the obligations arising from, or the continued operation of, the remainder of this agreement. Governing Law 13. This agreement will be governed by and interpreted in accordance with the laws for the time being in force in South Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of or exercising jurisdiction of that State. This agreement is made by and between the below as of the effective date: Signed for and on behalf of Company Client Company Authority Name Title Signature Signed for and on behalf of Digital Twinning Australia Ms G E Kleppe CEO in the presence of Company Name Title Signature MoA Schedules 1 - The Project Requirement Scope Deliverables Critical System/s list Problem statement 2 - Data Requirements Scan 2D / 3D drawings Digital Model/s Storage Other, specify Other, specify 3 – Connectivity Schematic Firewall Client Security protocol Digital Twinning Australia Security protocol Other, specify 4 – Fees Minimal Viable Product Set-up PaaS subscription DaaS subscription AaaS subscription Consulting Advisory