Brimbravo Commission-Only Representation Agreement

BrimbleCorp Pty Ltd T/A Brimble Media & Brimbravo
ABN: 34 637 082 323

Under this Agreement, Brimbravo represents the Client on a commission-only basis in connection with speaking, media, sponsorship, brand collaboration and related commercial opportunities.

No monthly service fee applies.

Brimbravo may source, introduce, facilitate, negotiate, structure or assist with commercial opportunities on behalf of the Client where appropriate.

This representation model is transaction-based.

Brimbravo is not required to conduct continuous outreach, guarantee opportunity searches or undertake any minimum level of business development activity.

This Agreement is non-exclusive unless otherwise agreed in writing.

The Client remains free to independently source opportunities and work with other representatives, agencies or organisations, subject to the commission, repeat engagement, sponsorship renewal, non-circumvention and commission-tail provisions of this Agreement.

For the purposes of this Agreement:

Brimbravo-Sourced Opportunity

An opportunity sourced, identified, introduced, generated, facilitated or secured through Brimbravo’s:

• outbound activity
• representatives
• business development partners
• network
• relationships
• marketing
• introductions
• commercial activity
• previous representation of the Client.

Brimbravo Inbound Opportunity

An enquiry, approach or commercial opportunity received directly by Brimbravo concerning the Client.

Client-Directed Inbound Opportunity

An opportunity independently received by the Client and subsequently referred or directed to Brimbravo for negotiation, representation, structuring, commercial assistance or closing where Brimbravo did not previously source, introduce or generate the opportunity or organiser.

Commissionable Value

The gross professional or commercial fees actually received by or on behalf of the Client from a commissionable opportunity, excluding:

• GST, VAT or similar taxation collected on behalf of a taxation authority
• genuine travel reimbursements
• genuine accommodation reimbursements
• other genuine engagement expenses reimbursed solely to cover the Client’s reasonable costs

unless otherwise agreed in writing.

Relevant Tax

GST, VAT or another applicable tax required by law in connection with Brimbravo’s commission.

Organiser

Includes an event organiser, conference, corporation, association, agency, buyer, brand, sponsor, media organisation, intermediary or other commercial party seeking to engage the Client.

A 30% commission plus applicable GST or other Relevant Tax applies to Brimbravo-Sourced Opportunities.

This includes opportunities arising from:

• outbound contact initiated by Brimbravo
• an introduction made by Brimbravo
• Brimbravo’s existing commercial relationships
• Brimbravo representatives or Business Development Partners
• Brimbravo marketing or promotional activity
• referrals arising from Brimbravo-developed relationships
• organisers or buyers identified or approached by Brimbravo
• repeat engagements remaining commissionable under this Agreement.

For Australian opportunities, the commission is:

30% plus GST.

For opportunities in other jurisdictions, the commission is:

30% plus any applicable Relevant Tax.

Where an Organiser contacts Brimbravo directly regarding the Client, the resulting opportunity is treated as a Brimbravo Inbound Opportunity.

A 30% commission plus applicable GST or other Relevant Tax applies to any resulting paid engagement.

This remains the applicable rate even if the Organiser subsequently communicates directly with the Client during negotiation, contracting, planning or delivery.

Where the Client independently receives an inbound commercial opportunity and directs or refers that opportunity to Brimbravo for:

• negotiation
• representation
• commercial structuring
• pricing
• contracting assistance
• closing
• other material commercial assistance

a reduced 20% commission plus applicable GST or other Relevant Tax applies.

The reduced rate applies only where:

1. the opportunity was independently received by the Client;
2. Brimbravo did not previously introduce the Organiser;
3. Brimbravo did not previously source or generate the opportunity; and
4. the opportunity did not arise from Brimbravo’s previous outreach, marketing, introduction or representation.

Once Brimbravo becomes materially involved in the negotiation or representation of that opportunity, the resulting engagement becomes commissionable at the 20% rate.

For Australian opportunities:

20% plus GST.

For opportunities in other jurisdictions:

20% plus applicable Relevant Tax.

The source and commercial history of an opportunity determine the applicable commission rate.

An opportunity does not become a Client-Directed Inbound Opportunity merely because an Organiser originally sourced or introduced by Brimbravo later contacts the Client directly.

Where necessary, reasonable evidence may be used to determine the source of an opportunity, including:

• emails
• CRM records
• messages
• meeting records
• introductions
• proposals
• contact records
• outreach records
• other relevant business records

Sponsorships and brand collaborations are governed by the specific commission structure in this section.

Where this section applies, it overrides the general commission rates applying to ordinary engagements under Sections 3 to 5.

This section includes:

• sponsorship agreements
• brand partnerships
• ambassador agreements
• commercial endorsements
• branded collaborations
• naming rights
• campaign partnerships
• corporate partnerships
• branded content agreements
• influencer partnerships
• product partnerships
• similar commercial brand relationships.

Brimbravo is entitled to a:

30% commission plus applicable GST or other Relevant Tax

on the Commissionable Value of the initial sponsorship, brand collaboration or commercial partnership agreement.

The 30% initial rate applies regardless of whether the original opportunity:

• was sourced by Brimbravo
• was received directly by Brimbravo
• was initially received by the Client and referred to Brimbravo.

The sponsorship and brand collaboration commission structure therefore takes precedence over the reduced Client-Directed Inbound commission rate.

Where a sponsorship, brand collaboration or commercial partnership is subsequently renewed, extended or recommitted after the original contracted term, Brimbravo is entitled to:

20% commission plus applicable GST or other Relevant Tax

on the Commissionable Value of the renewal.

A renewal includes:

• extension of an existing sponsorship
• continuation under a new agreement
• renewed ambassador arrangements
• renewed endorsement arrangements
• renewed campaign partnerships
• additional contractual periods agreed following the original term
• a substantially similar commercial arrangement with the same brand, sponsor or related entity arising from the original commercial relationship.

The 20% renewal rate applies while this Agreement remains active and to renewals falling within the applicable post-termination commission protections under this Agreement.

Where a sponsor or brand signs an initial agreement covering multiple years or contractual periods, the entire committed term forms part of the initial agreement.

The 30% initial commission rate applies to all committed commercial payments under the original agreement.

The commission does not reduce to 20% merely because:

• the agreement enters its second or subsequent year
• payments are made annually
• payments are made by instalments
• benefits are delivered across multiple years.

The 20% renewal rate applies only to additional periods or contractual commitments agreed after the expiry or completion of the original committed agreement.

Subject to the applicable rate under this Agreement, commissionable opportunities may include:

• keynote speaking
• conferences
• panels
• corporate presentations
• workshops
• training
• facilitation
• consulting resulting from Brimbravo introductions or representation
• paid media appearances
• paid podcast appearances
• event hosting
• MC engagements
• sponsorships
• endorsements
• ambassador agreements
• brand collaborations
• commercial partnerships
• campaigns
• licensing or promotional opportunities
• other paid commercial engagements.

Unless waived by Brimbravo in writing, the minimum commission payable on a paid engagement is:

USD $200 or the equivalent value in the currency of the engagement.

Brimbravo may waive the minimum commission at its discretion.

Brimbravo may not increase the agreed percentage commission without written agreement from the Client.

Commission is calculated on the Commissionable Value actually received by or on behalf of the Client.

GST, VAT or similar taxation charged by the Client and collected on behalf of a taxation authority does not form part of the Commissionable Value.

Genuine travel, accommodation and engagement expenses reimbursed solely to cover reasonable Client costs do not form part of the Commissionable Value.

Where an engagement includes material non-cash consideration, Brimbravo and the Client may agree in writing on whether that consideration is commissionable and the value attributed to it.

Where the Client receives payment directly from an Organiser, Brimbravo’s corresponding commission invoice is payable within:

14 days of the Client receiving the relevant funds.

Where payments are received by instalments, Brimbravo’s commission becomes payable proportionately as each instalment is received.

Where Brimbravo receives payment directly from the Organiser, Brimbravo may deduct:

• the applicable commission
• Relevant Tax
• agreed or reasonably incurred transaction charges

before remitting the Client’s balance.

Subject to any required compliance, banking or payment-processing procedures, the remaining Client balance will ordinarily be remitted within 14 days of the relevant funds clearing.

Where the Client receives and retains money arising from a commissionable opportunity, including:

• deposits
• cancellation fees
• postponement compensation
• rescheduling fees
• kill fees
• settlement payments
• termination payments
• other commercial compensation

the applicable commission rate applies to the amount actually received and retained.

No commission is payable on amounts that are never received unless otherwise agreed in writing.

Commission will ordinarily be calculated in the currency in which the relevant payment is received.

Where currency conversion is required, a reasonable prevailing commercial exchange rate may be used on or around the date the funds are received.

Reasonable bank, international transfer or foreign-exchange charges incurred solely in connection with transmitting the Client’s funds may be deducted from the Client’s remittance where reasonably incurred.

Where an Organiser or payment provider is legally required to deduct withholding tax or another mandatory government charge from an engagement payment, commission will ordinarily be calculated on the amount economically payable to the Client before the deduction unless otherwise agreed or prohibited by law.

Brimbravo and the Client will reasonably cooperate in obtaining available tax documentation relating to such deductions.

An Organiser first introduced to the Client by Brimbravo remains a Brimbravo-introduced commercial relationship for:

24 months from the date of the initial introduction.

Any paid engagement entered into with that Organiser during this period remains commissionable where it results directly or substantially from Brimbravo’s:

• introduction
• facilitation
• negotiation
• representation
• commercial relationship.

The commission rate applicable to the underlying relationship ordinarily continues to apply unless another specific section of this Agreement applies.

Sponsorship and brand collaboration renewals remain subject to the specific renewal provisions of Sections 7 to 10.

Any Organiser, buyer, sponsor, brand or other commercial relationship first sourced or introduced by Brimbravo remains commissionable where the Client enters into an engagement or commercial arrangement with that party within:

24 months of Brimbravo’s initial introduction.

Any opportunity that Brimbravo is actively negotiating, structuring or representing before expiry of that period remains commissionable if subsequently concluded.

These rights survive termination of this Agreement.

The Client agrees not to intentionally bypass Brimbravo for the purpose of avoiding an otherwise applicable commission.

Where Brimbravo introduces, sources or facilitates contact with an Organiser, sponsor, brand, buyer or commercial partner, the applicable commission remains payable where the Client subsequently enters into an engagement directly with that party during the applicable commission period.

Commission remains payable where a commissionable opportunity is completed through:

• an intermediary
• related company
• affiliate
• parent company
• subsidiary
• associated organisation
• event producer
• agency
• procurement organisation
• third-party contracting entity

where the resulting engagement arises directly or substantially from a relationship or opportunity sourced, introduced or facilitated by Brimbravo.

The Client agrees to promptly notify Brimbravo where:

• an Organiser previously introduced by Brimbravo contacts the Client directly
• a sponsor or brand previously introduced by Brimbravo proposes further commercial activity
• a repeat engagement is proposed
• a payment is received in connection with a commissionable engagement
• a material change occurs to the commercial value of a commissionable engagement.

The Client agrees to provide accurate information concerning:

• engagement value
• deposits
• instalments
• bonuses
• sponsorship payments
• commercial compensation
• renewals
• extensions
• other payments connected to commissionable opportunities.

The Client will provide reasonable supporting information where reasonably necessary to verify commission calculations.

Under the commission-only model:

• Brimbravo has no obligation to perform continuous proactive outreach
• Brimbravo does not guarantee any minimum number of opportunities
• Brimbravo does not guarantee any minimum amount of revenue
• Brimbravo may introduce opportunities at its discretion
• Brimbravo may negotiate commercial terms
• Brimbravo may determine which opportunities are commercially appropriate to pursue
• Brimbravo’s primary focus is paid commercial activity.

Brimbravo may occasionally introduce unpaid opportunities where they are reasonably considered strategically beneficial.

The Client remains free to accept or decline any opportunity.

The Client acknowledges that commercial opportunities depend on factors including:

• market demand
• buyer decisions
• budgets
• suitability
• reputation
• availability
• timing
• competition
• commercial conditions
• circumstances outside Brimbravo’s control.

Brimbravo does not guarantee:

• bookings
• introductions
• sponsorship revenue
• media exposure
• commercial income
• particular results.

The Client retains final approval over:

• engagement fees
• commercial terms
• contractual commitments
• acceptance or rejection of engagements.

The Client authorises Brimbravo to:

• communicate with prospective Organisers
• discuss indicative rates
• negotiate proposed fees
• structure commercial terms
• present offers
• present counteroffers
• negotiate sponsorship structures
• explore potential arrangements.

Brimbravo does not have authority to sign an agreement, formally accept an engagement or otherwise legally bind the Client unless specific written authority has been provided.

Where commercially appropriate, Brimbravo may seek to negotiate:

• flights
• accommodation
• local transport
• visas
• transfers
• meals
• other reasonable engagement expenses

to be covered by the Organiser.

Brimbravo does not guarantee that such expenses will be covered.

Where expenses are not covered by the Organiser, responsibility remains with the Client unless otherwise agreed in writing.

Brimbravo is not responsible for:

• cancellations
• postponements
• programme changes
• venue changes
• Organiser insolvency
• delayed payment
• non-payment
• travel disruption
• regulatory changes
• acts or omissions of third parties.

Brimbravo may reasonably assist in dealing with these situations but does not assume liability for circumstances outside its reasonable control.

The Client agrees to provide accurate and reasonably current materials required for representation, which may include:

• biographies
• photographs
• speaking topics
• showreels
• testimonials
• presentation descriptions
• social-media statistics
• audience information
• sponsorship assets
• commercial information
• other relevant positioning materials.

The Client confirms they have the right to provide and authorise the use of materials supplied to Brimbravo.

Brimbravo may reasonably:

• edit
• shorten
• refine
• reformat
• position
• adapt

those materials for proposals, introductions, commercial positioning and opportunity placement.

All pre-existing intellectual property owned by the Client remains the property of the Client.

This includes the Client’s:

• presentations
• frameworks
• content
• methods
• trademarks
• branding
• intellectual property.

Nothing in this Agreement transfers ownership of that intellectual property to Brimbravo.

Brimbravo retains ownership of its own:

• systems
• commercial processes
• internal documentation
• templates
• databases
• proprietary materials
• commercial methodologies
• branding.

The Client grants Brimbravo permission to reasonably reference the Client and confirmed commercial activity for legitimate Brimbravo marketing and positioning purposes.

This may include:

• Client name
• approved biography
• approved photographs
• confirmed speaking engagements
• confirmed commercial partnerships
• confirmed sponsorships
• publicly available achievements.

Brimbravo will not intentionally announce confidential or unconfirmed commercial arrangements before it is appropriate to do so.

The Client may request reasonable confidentiality concerning a particular engagement or commercial relationship.

Both parties agree to conduct themselves professionally in relation to activities connected with this Agreement.

The Client agrees not to engage in unlawful, fraudulent or seriously inappropriate behaviour that creates a material and reasonable risk to:

• Brimbravo
• Brimbravo’s team
• Brimbravo’s commercial relationships
• Brimbravo’s reputation
• Brimbravo’s ability to continue representing the Client.

Brimbravo may reasonably suspend representation where a serious legal, reputational or safety issue requires immediate review.

Both parties agree to keep confidential non-public information obtained through the commercial relationship.

This may include:

• commercial terms
• prospect information
• contact information
• confidential organiser information
• negotiations
• proprietary information
• internal systems
• commercial strategy
• pricing information.

Confidentiality does not apply to information that:

• is already lawfully public
• was independently and lawfully known to the receiving party
• is independently developed
• must be disclosed by law.

This section survives termination.

Operational communication may occur by:

• email
• WhatsApp
• telephone
• video call
• another mutually agreed communication channel.

Routine operational communication through those channels may be relied upon when administering opportunities.

Formal notices concerning:

• termination
• contractual disputes
• amendments
• transfer or novation of this Agreement

must be provided in writing by email to the nominated email address of the relevant party.

If the Client genuinely disputes a commission invoice, the Client should notify Brimbravo in writing within 7 days of receiving it and provide reasonable details of the disputed amount.

Any undisputed amount remains payable by the original due date.

The parties agree to attempt in good faith to resolve genuine invoice disputes promptly.

The Client may be responsible for reasonable external debt-recovery costs reasonably incurred by Brimbravo in recovering validly due commission that remains unpaid following reasonable notice.

Where a valid commission invoice remains materially overdue, Brimbravo may suspend further representation activity until the overdue amount is resolved.

Suspension does not:

• terminate this Agreement
• cancel existing commission rights
• remove the commission tail
• affect opportunities already sourced, introduced, negotiated or facilitated.

Nothing in this Agreement creates:

• an employment relationship
• partnership
• joint venture
• general legal agency
• fiduciary relationship

between Brimbravo and the Client.

Brimbravo acts as an independent commercial representative subject to the specific authority granted under this Agreement.

During this Agreement and for 12 months following termination, the Client agrees not to knowingly solicit for direct employment or direct contracting a Brimbravo employee, contractor or representative with whom the Client had material dealings through this relationship where the purpose or effect is to bypass Brimbravo.

This does not prevent general recruitment activity that is not specifically directed at Brimbravo personnel.

Brimbravo may restructure, reorganise or relocate its business operations from time to time.

Brimbravo may assign, transfer or, to the extent permitted by law, novate this Agreement to a:

• related entity
• affiliated entity
• successor entity
• replacement operating entity
• entity acquiring or continuing the Brimbravo business

as part of a bona fide:

• corporate restructure
• reorganisation
• international expansion
• merger
• acquisition
• sale of business
• change in operating jurisdiction
• establishment of an international headquarters or principal operating entity.

This expressly includes the establishment or use of a Brimbravo entity incorporated outside Australia, including an entity incorporated or established in the United Arab Emirates, where that entity becomes a principal operating or contracting entity of the Brimbravo business.

The Client consents, to the extent legally permitted, to the transfer of Brimbravo’s rights and obligations under this Agreement to such an entity provided that:

1. the successor or replacement entity continues the Brimbravo business or the relevant representation activities;
2. the Client’s substantive commercial rights are not materially reduced;
3. existing commission rates and accrued commission rights remain unaffected unless otherwise agreed in writing; and
4. the Client is given written notice of the relevant change.

The Client agrees to reasonably cooperate with and execute reasonable documentation required to give effect to an authorised restructure, transfer, assignment or novation.

A change in:

• Brimbravo’s ownership
• corporate structure
• country of incorporation
• operating jurisdiction
• headquarters
• contracting entity

does not by itself terminate this Agreement.

All accrued and continuing rights, including:

• commission rights
• repeat engagement rights
• sponsorship renewal rights
• commission-tail rights
• non-circumvention rights

continue unaffected following a valid restructure, assignment or novation.

Following an effective transfer or novation, references to Brimbravo in this Agreement include the relevant successor or replacement Brimbravo entity.

A corporate restructure or novation does not by itself alter the governing law of an existing Agreement unless the parties agree otherwise in writing.

Brimbravo may nominate a related entity, affiliated entity, payment provider or authorised collection entity to:

• issue invoices
• receive payments
• process payments
• remit Client funds
• administer international payments

on Brimbravo’s behalf.

Use of such an entity for administrative or payment purposes does not by itself change the contracting party or alter the Client’s substantive rights under this Agreement.

Brimbravo will provide reasonable payment instructions where this occurs.

The Client may not assign, transfer or novate this Agreement to another person or entity without Brimbravo’s written consent.

Consent will not be unreasonably withheld where the proposed transfer is associated with a legitimate restructure of the Client’s business and does not materially prejudice Brimbravo’s rights.

To the maximum extent permitted by law, Brimbravo is not liable for indirect, consequential or special loss arising from circumstances outside Brimbravo’s reasonable control.

To the maximum extent permitted by law, Brimbravo’s total aggregate liability arising directly from this Agreement will not exceed the total commission actually received by Brimbravo in connection with the Client during the three months preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited.

Neither party is liable for delay or failure to perform an obligation caused by circumstances outside its reasonable control.

This may include:

• natural disasters
• pandemics
• war
• civil disturbance
• government restrictions
• strikes
• transport disruption
• telecommunications failures
• significant technology failures
• platform outages.

The affected party will resume performance as reasonably practicable once the relevant circumstances cease.

Either party may terminate this Agreement by providing:

30 days written notice.

Either party may terminate earlier where the other party commits a material breach and fails to remedy that breach within a reasonable period after receiving written notice.

Brimbravo may suspend or terminate representation immediately where reasonably necessary because of:

• fraud
• serious unlawful conduct
• threats
• serious abusive behaviour
• material reputational risk
• deliberate circumvention
• serious non-payment
• conduct creating material legal or safety risk.

Termination does not affect rights or obligations that accrued before termination or that expressly survive termination.

Following termination:

• the Client is not required to accept new opportunities presented by Brimbravo
• Brimbravo is not required to conduct further representation activity
• unpaid commission remains payable
• commission rights relating to existing opportunities continue
• repeat engagement provisions continue for the applicable period
• commission-tail rights continue
• non-circumvention rights continue
• qualifying sponsorship and brand renewal rights continue.

The following provisions survive termination to the extent applicable:

• outstanding commission obligations
• sponsorship renewal commissions
• repeat engagement provisions
• commission tail
• non-circumvention
• payment obligations
• confidentiality
• intellectual property
• non-solicitation
• limitation of liability
• dispute resolution
• accrued rights.

Where a dispute arises under this Agreement, the parties will first attempt to resolve the matter through good-faith discussion.

If the dispute cannot reasonably be resolved, either party may propose mediation before commencing substantive court proceedings.

This does not prevent either party from:

• recovering a valid debt
• seeking urgent interlocutory relief
• preserving legal rights
• seeking protective orders where reasonably necessary.

This Agreement is governed by the laws of:

Queensland, Australia.

The parties submit to the jurisdiction of the courts and tribunals of Queensland and courts entitled to hear appeals from them.

If this Agreement is later formally novated to an international Brimbravo entity, the governing law remains Queensland unless the Client and the successor Brimbravo entity agree in writing to replace it.

If any provision of this Agreement is found to be invalid, unlawful or unenforceable, that provision will be:

• read down where reasonably possible; or
• severed to the minimum extent necessary.

The remaining provisions continue in full force and effect.

This Agreement constitutes the entire agreement between Brimbravo and the Client concerning commission-only representation.

It supersedes prior discussions, proposals, representations or agreements concerning the same subject matter.

Any amendment must be agreed in writing.

A failure or delay by either party in exercising a right under this Agreement does not waive that right.

A waiver applies only where clearly given.

Each party agrees to reasonably cooperate and execute documents reasonably necessary to give effect to the legitimate commercial intent of this Agreement, including documentation reasonably required for:

• payment administration
• international restructuring
• assignment
• novation
• continuation of accrued contractual rights.

The individual entering into this Agreement confirms that they:

• have authority to enter into this Agreement
• have authority to bind the Client where the Client is a company or other organisation
• have read and understood this Agreement.

This Agreement may be entered into and executed electronically.

The parties consent to:

• electronic communication
• electronic acceptance
• electronic signatures
• digital execution.

The parties intend electronic execution to have the same effect as handwritten execution to the extent permitted by applicable law.

This Agreement may be accepted through:

• electronic signature
• digital signature
• written electronic confirmation
• another legally recognised electronic method agreed between the parties.