This Creditor-Debtor Agreement (“Agreement”) is made on this day of _____of____________2025 by and between:

________, a Company/individual ___________ having its principal place of business at (hereinafter referred to as the “Creditor”) which term shall, where not repugnant to the context thereof, include its successors-in-interest and permitted assigns of the FIRST PARTY;

AND

_______, a company/individual ___________ having its registered address ___________________ (hereinafter referred to as the “Debtor”) which term shall, where not repugnant to the context thereof, include its successors-in-interest and permitted assigns of the SECOND PARTY.

The “Creditor” and the “Debtor” are collectively referred to as “Parties” and individually referred to as the "Parties".

WHEREAS:

1. The Creditor has agreed to facilitate the invoicing of the Debtor for goods/services rendered.

2. The Debtor agrees to comply with all invoicing requirements and adhere to the specified timelines for payments.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:

1. SCOPE OF AGREEMENT

1. The Creditor shall issue invoices to debtor in accordance with the agreed upon terms, including details of the amount due, due date and any other relevant information.

2. The Debtor shall acknowledge and accept the invoices and shall make payment in accordance with the stipulated payment terms.

   
   

2. INVOICES AND PAYMENT TERMS

1. The Creditor shall issue invoices on weekly/monthly based on the agreed upon transactions.

2. The Debtor shall make full payment of each invoice within the agreed term from the dateof issuance of invoice.

3. Payments shall be made via Bank Transfer/Seasypay integrated payment gateway to creditor’s account.

   
   

3. OBLIGATIONS OF THE PARTIES

3.1. Creditor’s Obligations

a) Provide timely and accurate invoices to the Debtor.

b) Maintain records of all invoices and payments received as per their internal data retention policy.

c) Notify the Debtor in writing of any outstanding amounts.

3.2. Debtor’s Obligations

a) Ensure timely payment of all invoices as per the agreed terms.

b) Notify the Creditor of any disputes or discrepancies in the invoice within __ day/s of receipt.

c) Maintain sufficient funds to meet payment obligations.

4. DEFAULTS AND REMEDIES

4.1. In case of non-payment beyond __ no. of days from the due date, the Creditor reserves the right to take legal action or engage third-party collection agencies.

4.2. If the Debtor continuously defaults on payments, the Creditor may terminate this agreement with immediate effect and demand immediate payment of all outstanding dues.

5. EXCLUSIVE ENGAGEMENT

The Debtor agrees that, for the duration of this agreement, the Creditor shall be the sole and exclusive entity responsible for facilitating the invoicing of the Debtor for the goods/services covered under this Agreement. Any breach of this exclusivity obligation shall entitle the Creditor to terminate this Agreement immediately and seek appropriate legal remedies, including but not limited to damages and injunctive relief.

6. REPRESENTATION AND WARRANTY

6.1. The Creditor represents and warrants that it has full legal right, authority, and capacity to enter into this agreement and perform its obligations hereunder. It further warrants that the invoicing services provided under this agreement will be carried out in a professional and timely manner and in compliance with all applicable laws, regulations, and industry standards.

6.2. The debtor represents and warrants that it has the full legal right, authority, and capacity to enter into this agreement and fulfil its obligations. It further warrants that it shall make payments in accordance with the agreed invoicing terms and shall not engage in any act to evadeits financial obligations. The debtor also represents that all information provided to the Creditor, including financial and transactional details, is true, accurate, and complete. Additionally, it shall comply with all applicable laws and regulations related to its business and financial obligations.

6.3. Both parties mutually represent and warrant that entering into this agreement does not and will not conflict with any other agreement, obligation, or law applicable to them.

7. BACKGROUND VERIFICATION CHECK

7.1. The debtor acknowledges and agrees that the creditor may conduct a background verification check before or during the term of this agreement to assess the debtor’s financial standing, creditworthiness, and overall compliance history. This verification may include, but is not limited to, reviewing financial statements, credit reports, business references, legal records, and any other relevant documentation necessary to evaluate the Debtor’s ability to fulfil its obligations.

7.2. The debtor shall cooperate fully in this process by providing accurate and up-to-date information as requested by the creditor. If any material discrepancies, adverse findings, or fraudulent misrepresentations are discovered during the verification process, the Creditor reserves the right to terminate this agreement immediately, demand full repayment of outstanding

amounts, or impose additional costs requirements at its sole discretion.

7.3. This verification process shall be conducted in compliance with all applicable data protection and privacy laws of Australia, ensuring that any personal or business information collected is handled securely and used strictly for the purposes of assessing risk and contractual compliance.

8. TERM AND TERMINATION

This agreement may be terminated by either Party under the following circumstances:

8.1. The creditor may terminate this agreement immediately upon written notice if the debtor fails to make payments in accordance with the agreed invoicing terms, engages in fraudulent or deceptive practices, provides false or misleading information, or breaches any material provision of this agreement. Additionally, the creditor reserves the right to terminate the agreement if the debtor becomes insolvent, files for bankruptcy, undergoes liquidation, or experiences any other financial distress that materially affects its ability to fulfil its obligations.

8.2. The debtor may terminate this agreement upon providing 30 days prior written notice to the creditor if the creditor fails to fulfil its obligations, engages in misconduct, or materiallybreaches the terms of this agreement. In such cases, the creditor shall have the opportunity to cure the breach within the reasonable period, failing which the termination shall become effective.

8.3. Either party may terminate this agreement upon mutual consent or if the continuation of the contractual relationship becomes commercially impracticable due to changes in law in Australia, government regulations, or unforeseen circumstances beyond the control of both Parties.

8.4. Termination of this agreement shall not relieve the debtor of any outstanding payment obligations or affect any rights or remedies available to the creditor. Upon termination, the debtor shall immediately settle all unpaid invoices, return any materials or confidential information belonging to the creditor, and cease using any services provided under this agreement. Any clauses that by their nature are intended to survive termination, including but not limited to confidentiality, indemnification, and dispute resolution provisions, shall remain in full force and effect.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. The parties acknowledge and agree that all intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, proprietary software, databases, algorithms, reports, templates, and any other materials developed, used, or provided by the creditor in connection with the invoicing, management, and facilitation services under this agreement, shall remain the sole and exclusive property of the creditor. The debtor shall have no ownership, rights, title, or interest in any such intellectual property, except for a limited, non-exclusive, non-transferable, and revocable right to access and use the software and related tools strictly for the purposes of this agreement.

9.2. The creditor shall have full discretion in managing, maintaining, updating, and modifying its software, systems, and processes without requiring prior approval from the debtor. The debtor acknowledges that any software, platform, or digital tools provided by the creditor are proprietary and may not be copied, altered, decompiled, reverse-engineered, sub-licensed, or shared with any third party without the prior written consent of the creditor. Any improvements, enhancements, feedback, or modifications suggested or contributed by the debtor that are incorporated into the creditor’s intellectual property shall automatically become the property of the creditor without any obligation for additional compensation.

9.3. The debtor further agrees that upon termination or expiration of this agreement, all access to the creditor’s software, systems, and any proprietary tools shall immediately cease, and the debtor shall delete or return any confidential or proprietary information related to the software or management systems. The debtor shall not, at any time, use or attempt to replicate the creditor’s software, technology, or methodologies for any competing or unauthorised purpose.

9.4. The creditor retains the right to monitor the use of its software and tools to ensure compliance with this agreement and may suspend or restrict access in case of unauthorised or improper use. Any violation of this clause shall constitute a material breach of this agreement, entitling the creditor to immediate termination of services and legal remedies, including injunctive relief and claims for damages.

10. CONFIDENTIAL INFORMATION

10.1. Both Parties acknowledge that during the course of this agreement, they may receive, access, or be exposed to certain confidential and proprietary information of the other Party, including but not limited to business plans, financial records, customer and vendor details, pricing structures, software systems, operational processes, trade secrets, technical data, marketing strategies, contracts, reports, and any other information that is designated as confidential or that, by its nature, should reasonably be considered confidential (collectively, "Confidential Information"). Each party agrees that all Confidential Information shall be kept strictly confidential and shall not be disclosed, shared, or used for any purpose other than the performance of obligations under this agreement without the prior written consent of the disclosing Party.

10.2. The receiving party shall take all necessary measures to protect the confidentiality of the Confidential Information, including restricting access to only those employees, agents, or representatives who need to know such information to perform their duties under this agreement and ensuring that such individuals are bound by confidentiality obligations at least as stringent as those set forth herein. The receiving party shall exercise the same level of care in protecting the disclosing party’s Confidential Information as it would with its own confidential information, but in no event less than a reasonable standard of care.

10.3. Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of this agreement by the receiving Party; (b) is lawfully obtained by the receiving party from a third party without restriction or breach of any duty of confidentiality; (c) is independently developed by the receiving party without reference to or reliance on the disclosing party’s Confidential Information; or (d) is required to be disclosed by law, regulation, or a valid court order, provided that the receiving party promptly notifies the disclosing party and cooperates in seeking appropriate protective measures where possible.

10.4. Upon termination or expiration of this agreement, or upon the disclosing party’s written request, the receiving party shall immediately return or destroy all Confidential Information in its possession, including any copies, extracts, or reproductions thereof, and certify such destruction in writing if requested. The confidentiality obligations set forth in this clause shall survive the termination of this Agreement.

10.5. Any unauthorised use or disclosure of Confidential Information shall constitute a material breach of this agreement and may result in irreparable harm to the disclosing party, entitling it to seek injunctive relief, damages, and any other legal or equitable remedies available under applicable law.

11. RETURN OF CONFIDENTIAL INFORMATION

11.1. Upon the termination or expiration of this agreement, or at any time upon the written request of the disclosing party, the receiving party shall promptly return to the disclosing party all Confidential Information, including but not limited to documents, records, reports, electronic files, software, databases, and any other materials containing or reflecting Confidential Information. The receiving party shall also ensure that all copies, extracts, summaries, notes, or reproductions of such Confidential Information, whether in physical or electronic form, are either returned or permanently destroyed. If destruction is required, the receiving party shall provide a written certification confirming that all Confidential Information has been irreversibly deleted, shredded, or otherwise disposed of in a manner that prevents recovery or reconstruction.

11.2. The receiving party shall also take necessary steps to remove or erase any stored Confidential Information from its internal systems, databases, cloud storage, backup files, or any other electronic medium under its control. In cases where the receiving party is legally required to retain certain records for compliance purposes, it may retain only the minimum required portion of the Confidential Information, provided that such retention is strictly limited to legal compliance and does not allow for unauthorised use or disclosure. Any retained Confidential Information shall continue to be protected under the confidentiality obligations set forth in this agreement.

11.3. The receiving Party further agrees that it shall not, after returning or destroying the Confidential Information, use or exploit any knowledge, trade secrets, methodologies, or proprietary information derived from the Confidential Information for any purpose that is inconsistent with the terms of this agreement or detrimental to the disclosing Party.

11.4. Failure to return or destroy Confidential Information as required under this clause shall be deemed a material breach of this agreement, entitling the disclosing party to seek injunctive relief, damages, or any other remedies available under applicable law. The obligations under this clause shall survive the termination or expiration of this agreement.

12. NON-SOLICITATION

12.1 The debtor agrees that, during the term of this agreement and for a period of 1 years following its termination or expiration, it shall not, directly or indirectly, solicit, induce, attempt to persuade, or hire any employee, contractor, agent, consultant, or representative of the creditor to leave their position or to engage in any business, employment, or consulting relationship thatcompetes with or is detrimental to the interests of the creditor. This restriction applies regardless of whether such individuals are approached directly or through intermediaries, including but not limited to recruitment agencies, referrals, or third-party introductions.

12.2 Additionally, the debtor shall not solicit, entice, or attempt to divert any customer, client, vendor, or business partner of the Creditor with whom it has interacted in connection with this agreement for the purpose of entering into a competing business arrangement or otherwise disrupting the Creditor’s business relationships. The Debtor acknowledges that such actions could cause significant harm to the creditor’s business, reputation, and goodwill, and therefore agrees to refrain from any conduct that may undermine the creditor’s commercial interests.

12.3. In the event that the debtor violates this non-solicitation clause, the creditor shall be entitled to seek injunctive relief to prevent further breaches and may also claim damages, including but not limited to lost business opportunities, recruitment costs, and legal expenses incurred as a result of such violation. Furthermore, the Parties agree that the duration and scope of this restriction are reasonable and necessary to protect the legitimate business interests of the creditor. If any provision of this clause is found to be unenforceable under applicable law, the parties agree that a court of competent jurisdiction may modify it to the extent necessary to ensure its enforceability while preserving its original intent.

12.4. The obligations under this clause shall survive the termination or expiration of this agreement for the full duration of the agreed-upon non-solicitation period.

13. INDEPENDENT CONTRACTOR

13.1. The parties agree that the relationship between the creditor and the debtor under this agreement is that of independent contractors. Nothing in this agreement shall be construed as creating an employer-employee relationship, a partnership, joint venture, or agency between the parties. Each party shall be responsible for its own actions, obligations, and expenses, and neither party shall have the authority to bind or obligate the other party in any manner, except as specifically provided in this agreement.

13.2. The debtor is solely responsible for determining the manner and method by which it performs its obligations under this agreement and shall have full control over the time, place, and manner of its work. The creditor shall not direct or control the debtor's work, except as expressly outlined in the terms of this agreement.

13.3. Each party agrees to indemnify and hold harmless the other from any claims, damages, or liabilities arising from the misclassification of the relationship under applicable employment or tax laws, or from any other legal obligations related to the independent contractor status.

14. ASSIGNMENT

14.1. Neither Party shall assign, transfer, or delegate any of its rights, obligations, or responsibilities under this agreement to any third party without the prior written consent of the other party. Any purported assignment, transfer, or delegation without such consent shall be null and void. However, either party may assign this agreement, without consent, to its affiliates, subsidiaries, or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee agrees to be bound by all terms and conditions of this agreement.

14.2. In the event of an assignment permitted under this clause, the assigning party shall remain responsible for the performance of all obligations under this agreement unless expressly released in writing by the other party. The assignee shall assume all of the rights and obligations of the assigning party under this agreement from the date of assignment.

14.3. Any assignment, transfer, or delegation made in accordance with this clause shall not relieve either party from its responsibilities under this agreement unless expressly stated in writing.

15. INDEMNITY AND INJUNCTIVE RELIEF

The debtor agrees to indemnify, defend, and hold harmless the creditor, its affiliates, officers, directors, employees, agents, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys’ fees), fines, penalties, or other liabilities arising out of or in connection with: (a) any breach of this agreement by the debtor, including but not limited to non-payment, failure to comply with invoicing or other contractual obligations, or violation of any representations or warranties; (b) any negligent or willful acts or omissions of the debtor or its employees, agents, or subcontractors; (c) any infringement or alleged infringement of any intellectual property rights, including patents, trademarks, copyrights, or trade secrets, caused by the Debtor’s use of the creditor’s services, software, or proprietary information; (d) any claims related to the debtor’s business practices, including its compliance with applicable laws, regulations, or industry standards; and (e) any third-party claims arising from the debtor’s breach of confidentiality or misuse of the creditor’s confidential information.

16. GOVERNING LAW AND JURISDICTION

16.1. This agreement shall be governed by, and construed in accordance with, the laws of the Australia and the laws of the state or territory in which the creditor’s principal place of business is located, without regard to its conflict of law principles. The parties agree that any dispute, claim, or controversy arising out of or in connection with this agreement, including its interpretation, enforcement, or breach, shall be resolved exclusively through the courts of the state or territory in which the creditor’s principal place of business is located.

16.2. The parties hereby submit to the exclusive jurisdiction of the courts located in that state or territory, and waive any objections to the venue or jurisdiction of such courts, including anyobjections based on convenience or forum non convenience.

16.3. In the event that the parties wish to attempt to resolve any dispute through alternative dispute resolution (ADR), including but not limited to mediation or arbitration, they may do so, provided that the process is conducted in accordance with the applicable rules of ADR in Australia, and such resolution does not limit the right to seek judicial relief. The parties agree to negotiate in good faith to attempt to resolve any disputes amicably prior to initiating formal proceedings.

16.4. The obligations under this clause shall survive the termination or expiration of this agreement.

17. MISCELLANEOUS

1. Entire Agreement: This agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject.

2. Amendment: This agreement may not be modified other than by a written instrument executed by duly authorised representatives of the Parties.

3. No Waiver: No waiver of any provision of this agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of this agreement shall not constitute a waiver of such provision or any other provision(s) of this agreement.

4. Severability: Should any provision of this agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.

5. Notices: Notice to the Parties shall be in writing and shall be sent at the addresses first herein above mentioned. In case, there is any change in the addresses of a party, the same shall be communicated immediately (not later than 7 (seven) days) to the other party, failing which any notice sent to the earlier address of the said party shall be deemed to be valid service of such notice. The parties agree to accept notices by post as above, electronic messaging and email.

6. Non-Disparagement: During the term of the employment, and thereafter, the debtor shall not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, negative or defamatory regarding the creditor, its subsidiaries, or its or their officers, directors, employees, stockholders, representatives, or agents. The creditor reserves its right to take legal action in case of breach of this clause.

7. Further Assurances: Each party must promptly at its own cost do all things (includingexecuting all documents) necessary or desirable to give full effect to this agreement.

IN WITNESS WHEREOF, and intending to be legally bound, the parties have duly executed this agreement by their authorised representatives as of the date first written above.

Signed for and on behalf of

For and on behalf of _____________

(First Party)