In this Agreement (including the recitals in the Introduction) the following terms have these meanings unless a contrary intention appears:
Applicable Laws includes any law or legal requirement, including at common law, in equity, under any statute, regulation or by-law, any condition or any authorisation, and any decision, standard, directive, guidance, guideline or requirements of any Government Agency in any relevant jurisdiction.
Associate Dentist means an associate dentist engaged by the Dentist as a sub-agent to assist in providing the Dental Services.
Associate Dentist Fee means the fee payable by the Dentist in consideration for the provision of the Services to the Associate Dentist as set out in Item 5 of Schedule 1.
Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria, Australia.
Commencement Date means the date of this Agreement.
Confidential Information means any and all technical and non-technical information that is confidential to a Party, not in the public domain and includes, without limitation, all data, details, plans, designs, concepts and specifications, inventions, computer software and course documents, figures, financials, costings, developments, results, technical advice, trade secrets, samples, specifications, statements, forms, processes, formulae, know-how, ideas, drawings, sketches, models, concepts, technology, business information, procurement, purchasing or manufacturing processes or requirements, Intellectual Property Rights, contracts, forecasts, sales and merchandising information, marketing plans, documents, agreements, techniques, commercial knowledge and other proprietary information in whatever form and however stored and regardless of whether the information is designated conspicuously or otherwise as confidential.
Corporations Act means the Corporations Act 2001 (Cth).
Dental Services means the dental services including orthodontic aligner solutions provided by the Dentist to Patients.
GST means Goods and Services Tax payable pursuant to the A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time).
Government Agency means any federal, state, territory, municipality or other political subdivision, administrative or judicial body, court, ministry, department, commission, authority, instrumentality, tribunal or agency or other governmental, quasi-governmental or regulatory authority or any self-regulatory organisation.
Insolvency Event means the happening of one of the following events:
- (a) an application for winding up of a party or the appointment of a provisional liquidator to a party is made and not dismissed, stayed, enjoined or withdrawn within 21 days or any order is made or resolution passed for the winding up or dissolution of a party;
- (b) the appointment of an administrator, receiver or manager, or an inspector or investigator or any other corporate controller appointed under the Corporations Act other than as a result of a reorganisation;
- (c) a Party enters into a scheme of arrangement;
- (d) execution is levied against the assets of a Party; or
- (e) a Party is unable to pay its debts as they fall due or states that it is unable to pay its debts as they fall due.
Intellectual Property Rights means statutory and other proprietary rights in respect of trade marks, designs, patents, circuit layouts, copyrights, confidential information, know-how, moral rights and all other rights with respect to intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967, and includes the intellectual property of OrthoEd Pty Ltd (ACN 105 172 905) and Yohaku Pty Ltd ATF Sageman Trust trading as Savvy Dentist.
Joining Fee means the fee payable by the Dentist to CAE in consideration for joining as a subscriber of the Services as set out in Item 5 of Schedule 1.
Loss means all third party claim, action, dispute, proceeding, loss, damage, cost, expense or liability (including any legal costs on a full indemnity basis) and consequential and indirect loss and Losses has a corresponding meaning.
Party means a party to this Agreement.
Patient means an individual who receives the Dental Services from the Dentist.
Professional Registration means the professional registration that the Dentist must have and maintain in accordance with Applicable Laws as set out in Item 6 of Schedule 1.
Services means the services provided by CAE set out in Item 4 of Schedule 1.
Subscription Fee means the fee payable by the Dentist to CAE in consideration for the provision of the Services as set out in Item 5 of Schedule 1.
Term means the term of this Agreement as set out in Item 3 of Schedule 1.