Master Services
Agreement

This Master Services Agreement (MSA) sets out the terms that apply to every engagement Lockwood Advisory delivers for you. Each individual engagement is described in a separate Statement of Work (SOW), Proposal, or Engagement Letter, which references this MSA and forms part of it.

If anything in a SOW conflicts with this MSA, the SOW prevails for that engagement only. If the Client has its own master agreement in place that has been mutually agreed in writing, that agreement applies instead.

Lockwood Advisory provides strategic business consulting, business project management (excluding design and engineering), strategic planning, organisational consulting, network and opportunity development, and related advisory services. The specific scope for each engagement is defined in the relevant SOW.

We deliver our work:

• with due care, skill and professional diligence,
• in good faith and with respect for the relationship,
• in accordance with all applicable Australian laws.

For us to provide our highest quality work, you agree to:

• provide all required information, data, access, and inputs in a timely manner,
• review drafts and provide consolidated, clear feedback within the timeframes set out in the SOW,
• nominate one primary point of contact with appropriate authority for sign-off decisions,
• pay invoices on time,
• treat us and our team with respect, as we will treat you.

If your delays affect our timeline, the engagement end date may shift accordingly without penalty to us, and we may pause work until the required inputs are provided.

Fees for each engagement are set out in the relevant SOW. Unless that SOW states otherwise:

• Fees are quoted in Australian Dollars (AUD).
• Fees are exclusive of GST unless stated as "inclusive of GST".
• Standard payment terms are 14 days from invoice date.
• Late payments may accrue interest at 2% above the Reserve Bank of Australia cash rate, calculated daily, from the due date until paid in full.
• You are responsible for any reasonable costs we incur in recovering unpaid amounts (including legal and collection fees).

If you request work outside the agreed scope of a SOW, we will:

Minor adjustments included within the standard scope are not scope changes. Major direction shifts, additional deliverables, or rework after sign-off are.

This MSA begins on the Effective Date and continues until terminated under clause 17. Each SOW has its own Term, defined inside it. Termination of an individual SOW does not terminate this MSA.

Each engagement is confidential by default. Both parties will keep each other's information confidential, use it only for the purposes of this engagement, and not disclose it to third parties (other than to professional advisers who are themselves under confidentiality obligations).

Confidential Information means any information shared between us that is not in the public domain, including business strategy, financial information, commercial plans, internal organisational matters, draft work, and personal information shared during the engagement.

This obligation survives termination indefinitely. Disclosure is permitted where required by law, with prior written consent, or where the information has lawfully entered the public domain.

Lockwood Advisory may engage with multiple clients across related sectors and industries. We manage potential conflicts of interest carefully and in good faith. We will disclose any actual or potential conflict at the earliest opportunity, discuss with the Client how the conflict can be managed, and decline or pause work where a material conflict cannot be appropriately managed.

Where a material conflict cannot be resolved to the Client's reasonable satisfaction, the Client may terminate the relevant SOW under clause 17, with payment due only for work delivered up to that point.

Lockwood Advisory's professional network and the relationships within it are confidential and proprietary. Introductions made to the Client during an engagement are made in good faith and on the basis that:

• the Client will treat each introduced contact with the same professional respect and confidentiality applied to Lockwood Advisory itself,
• where Lockwood Advisory has introduced the Client to a contact for a specific purpose, the Client will not engage that contact for substantively similar services to those Lockwood Advisory provides without Lockwood Advisory's prior knowledge and reasonable consent,
• the Client will acknowledge Lockwood Advisory's role in the introduction where relevant, and
• the Client will respect any confidentiality or relationship boundaries Lockwood Advisory has indicated with respect to that contact.

This clause survives termination of any individual engagement.

The Client agrees that Lockwood Advisory's personnel, collaborators, subcontractors and network relationships are essential to the delivery of the Services and represent a significant proprietary interest.

We may use third-party tools and platforms (including AI-assisted tools) in delivering the Services. We do not input your Confidential Information into any tool that does not have appropriate confidentiality protections in place, and we remain responsible for the quality of all deliverables regardless of the tools used.

We may engage subcontractors or specialist advisers to assist in delivering the Services. We remain responsible for their work and ensure they are bound by equivalent confidentiality obligations.

To the maximum extent permitted by law:

• Our total liability under or in connection with this Agreement (and any SOW) is capped at the total fees paid by you to us under the relevant SOW giving rise to the claim.
• Neither party is liable for any consequential, indirect or special loss, including loss of profits, loss of business, loss of goodwill, loss of opportunity, or loss of data.
• Each party is liable for losses caused by its own negligence, breach of this Agreement, or breach of law.

We are not liable for losses arising from your provision of inaccurate or incomplete information, nor for outcomes that result from your decisions or actions in implementing our advice.

We comply with the Australian Privacy Principles under the Privacy Act 1988 (Cth) in relation to any personal information shared with us in the course of the Services. We use personal information only for the purposes of delivering the Services and do not sell or disclose it to third parties without consent or as required by law.

We provide the Services as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. We are responsible for our own tax, superannuation and insurance.

Clauses 7, 8, 9, 10, 11, 13, 15, 19 and 20 survive termination.

If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an additional amount equal to the GST payable on that supply, at the same time as the other consideration is to be provided, unless the consideration is expressed to be inclusive of GST.

If an adjustment event arises in respect of any supply under this Agreement, a corresponding adjustment must be made between the parties, an adjustment note issued if required, and payments made to give effect to the adjustment.

If either party is required to pay for or reimburse an expense or outgoing of the other under this Agreement, the amount is to be reduced by any input tax credit to which the paying party is entitled in respect of that expense or outgoing.

In this clause: adjustment event, consideration, GST, input tax credit, supply, taxable supply and tax invoice have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

If a dispute arises, the parties agree to: (1) discuss it directly and in good faith; (2) if unresolved within 14 days, attempt mediation through a mutually agreed mediator; (3) if still unresolved, either party may commence legal proceedings.

This Agreement is governed by the laws of Western Australia. Each party submits to the exclusive jurisdiction of the courts of Western Australia.