1. TERMS OF AGREEMENT

The purchase order, together with these terms and conditions, and any attachments and schedules (collectively the “Purchase Order”), constitutes the entire and exclusive agreement between CommTel Network Solutions PTY LTD (Subject to Deed of Company Arrangement) (“CommTel”) and the supplier (the “Supplier”) identified in the Purchase Order. CommTel’s submission of the Purchase Order is conditioned on Supplier’s agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on CommTel’s agreement to such different or additional terms. The agreement between CommTel and the Supplier will come into existence on the earlier of the date the supplier confirms acceptance of the Purchase Order or the Supplier commences delivery of the Products and/or Services . If a master agreement covering procurement of the Work described in the Purchase Order exists between Supplier and CommTel, the terms of such master agreement shall prevail over any inconsistent terms herein.

2. DEFINITIONS

“Deliverables” means the deliverables specified in the Purchase Order (and any Statement of Work) to be delivered on or before the Delivery Date.

“Delivery Date” means the date or dates specified in the Purchase Order by which the Supplier is required to deliver the Work.

“Harmful Code” means any software intentionally designed to (i) disrupt, disable, harm, or impede operation, or (ii) impair operation based on the lapse of time, including but not limited to viruses, worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors, or trap door devices.

“Intellectual Property Rights” means any and all tangible and intangible: (i) copyrights and other rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof;(ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

“Preexisting Materials” means any Intellectual Property Rights or tangible personal property of Supplier or CommTel created before the date of this Purchase Order or outside the scope of this Purchase Order.

“Products” means tangible goods specified in the Purchase Order to be delivered on or before the Delivery Date.

“Services” means the services that Supplier is to perform for CommTel specified in the Purchase Order.

“Statement of Work” or “SOW” means the document specifying, without limitation, the scope, objective, and time frame of the Work that Supplier will perform for CommTel.

“Subcontractor” means a third party performing Work under an agreement (a “Subcontract”) with Supplier.

“Third Party Intellectual Property” means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

“Work” means the Deliverables, Products and Services specified in the Purchase Order, including any SOW.

3. DELIVERY

Time is of the essence in Supplier’s performance of its obligations under Section 3 of the Purchase Order. Supplier will immediately notify CommTel if Supplier’s timely performance under the Purchase Order is delayed or is likely to be delayed. CommTel’s acceptance of Supplier’s notice will not constitute CommTel’s waiver of any of Supplier’s obligations. If Supplier delivers Work after the Delivery Date, CommTel may reject such Work.

Supplier will pack, package and handle the Deliverables and Products so as to protect the Deliverables and Products from loss or damage and in accordance with best commercial practices in the absence of any specifications CommTel may provide. The Supplier shall observe the requirements of any local laws and regulations relating to hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal.

Supplier will include with each delivery of Products a packing list identifying the Purchase Order number, the CommTel part number for each of the Products (if applicable), a description and the quantity of each of the Products, and the date of shipment.

Unless CommTel expressly instructs otherwise, Supplier will deliver all Work to CommTel’s premises stated in the Purchase Order. Seller assumes responsibility for all shipping and delivery charges including, without limitation, customs, duties, costs, taxes and insurance. Risk of loss for the Deliverables and Products does not pass to CommTel until acceptance in accordance with Section 8.

4. PRICE AND PAYMENT

The prices are fixed and include all levies, duties, taxes (including GST, unless expressly stated as being exclusive of GST), insurance, packaging and delivery costs. The total amount payable by CommTel under this Contract will not exceed the total Purchase Order value.

Unless otherwise agreed, the Supplier will only invoice CommTel on the completion of the services or on or after the delivery and acceptance of the goods. Each invoice must itemise the GST included in the Prices, state the PO Number and be addressed to the CommTel contact at the address for invoices specified in the PO. CommTel will pay a correctly rendered invoice (less any amounts due to CommTel from the Supplier) 30 days from date of the invoice. CommTel is entitled to withhold payment of any invoice to the extent that it relates to Products that do not meet the Specifications.

5. RISK AND TITLE

Risk in the Products will pass to CommTel when the Products are delivered. Title in the Products (other than Product licensed under Section 7 of this Agreement) will pass to CommTel on the earlier of acceptance of or payment for the Work.

6. GOODS AND SERVICES TAX

Where Australian GST is applicable to the supply of the Product, the Supplier must ensure that any invoice or other request or demand for payment constitutes a Tax Invoice that will enable CommTel to claim tax credits in respect of supplies to which the invoice relates and acknowledges that no amount will be due and payable by CommTel in respect of any such supply unless CommTel has received from the Supplier such an invoice. If the Purchase Order nominates an amount of GST, this amount is an estimate only and should not be relied upon. The Supplier is responsible to ensure the invoice or other request or demand for payment specifies the correct amount of GST.

7. OWNERSHIP AND LICENSE

Unless otherwise specified in a SOW and except as provided in this Section 7, CommTel is the sole and exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers to CommTel all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights.

Unless otherwise specified in a SOW, each party owns all right, title, and interest in and to any of its Preexisting Materials. Supplier hereby grants CommTel a perpetual, irrevocable, worldwide, transferable, royalty-free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier's Preexisting Materials in the Deliverables to the extent necessary for CommTel’s exercise and exploitation of its rights in the Deliverables.

Unless otherwise specified in an SOW, Supplier will obtain and assign to CommTel a non- exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all Third Party Intellectual Property Rights incorporated into, required to use, or delivered with the Work. Supplier will deliver copies of the above releases and licenses to CommTel upon CommTel’s request.

8. INSPECTION AND ACCEPTANCE

CommTel may reject any or all of the Work which does not conform to the applicable requirements within 10 business days of Supplier’s delivery of the Work. At CommTel’s option, CommTel may (i) return the non- conforming Work to Supplier for a refund or credit; (ii) requires Supplier to replace the non-conforming Work; or (iii) repair the non-conforming Work so that it meets the requirements. As an alternative to (i) through (iii), CommTel may accept the non-conforming Work conditioned on Supplier providing a refund or credit in an amount CommTel reasonably determines to represent the diminished value of the non-conforming Work. CommTel’s payment to Supplier for Work prior to CommTel’s timely rejection of such Work as non- conforming will not be deemed as acceptance by CommTel.

9. CHANGES

As used in this Section 9 “Change” means a change CommTel directs or causes within the general scope of this Purchase Order, the applicable SOW or both.

CommTel, by written order (“Change Order”), may make Changes in accordance with this Section 7. If Supplier asserts that CommTel has directed or caused a Change to the cost of or time for performance for which CommTel has not issued a Change Order, Supplier will promptly notify CommTel in writing of the Change, providing:

(i) a description of the alleged Change;

(ii) an estimate of the equitable adjustment that would be required for Supplier to perform the Changed Work; and

(iii) a date no less than 30 days from the date of notice by which CommTel must respond to Supplier’s notice so that Supplier may proceed with the Work unchanged. CommTel will evaluate

Supplier’s notice of Change in good faith, and if CommTel agrees that it has made a constructive change, CommTel will issue a Change Order to Supplier.

Supplier shall, as promptly as practicable, after giving the notice of the Change, or within 10 days of receiving a Change Order, submit a request for equitable adjustment specifying the adjustment in the price or time for performance resulting from the Change. The parties shall negotiate an amendment to the applicable SOW to incorporate a Change Order.

10. REPRESENTATIONS AND WARRANTIES

The Supplier warrants that: (a) all goods supplied by the Supplier are: (i) new and in good condition; (ii) compliant with all relevant Australian standards and industry codes; (iii) free from defects in design, materials and workmanship; (iv) of good and merchantable quality and fit for their intended purposes; (v) does not contain any Harmful Code; and (vi) compliant with the Specifications; (b) any services supplied by the Supplier will: (i) be supplied with the degree of skill, care and diligence that would be expected of a skilled professional experienced in providing the same or similar services; (ii) comply with all reasonable directions of CommTel; and (iii) comply with all CommTel’ conduct policies, including the CommTel Supplier Code of Conduct (as notified to the Supplier by CommTel from time to time) and relevant Australian standards and industry codes; and (c) the Products and their use and supply will not breach any obligation of confidence or infringe any IPR of any person.

CommTel warrants and represents to Supplier that it has the full power to enter into the Purchase Order and to perform its obligations under the Purchase Order.

11. ASSIGNMENT AND SUBCONTRACTING

Supplier may not assign any of its rights or delegate any of its obligations under the Purchase Order without CommTel’s prior written consent, which CommTel will not unreasonably withhold. If the Supplier uses a Subcontractor, the Supplier remains liable for the Subcontractor’s performance.

12. TERM AND TERMINATION

The Purchase Order will remain in effect with respect to any SOW already issued prior to expiration of the term of the Purchase Order until such SOW is either terminated or the Work is completed and accepted. CommTel may terminate this Purchase Order, any SOW, or both at any time, for no reason or for any reason, upon 15 days written notice to Supplier.

Either party may terminate the Purchase Order, any SOW or both, immediately by delivering written notice to the other party upon the occurrence of any of the following events: (i) a receiver is appointed for either party or its property; (ii) either makes a general assignment for the benefit of its creditors; (iii) either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, if such proceedings are not dismissed within 60 days; or (iv) either party is liquidating, dissolving, or ceasing to do business in the ordinary course.

Either party may terminate this Purchase Order, any SOW or both, immediately by delivering written notice to the other party for any material breach not cured within 30 days of receipt of notice of the breach. CommTel shall have no further payment obligation to Supplier under any terminated SOW if CommTel terminates the SOW for material breach.

13. CONFIDENTIAL INFORMATION AND PUBLICITY

This Contract and any information which the Supplier obtains from CommTel relating to this Contract (whether in writing or otherwise) is CommTel’ confidential information unless it is: (a) public knowledge at the time it is obtained by the Supplier, or (b) in the Supplier’s lawful possession prior to being obtained from CommTel. The Supplier must keep CommTel’ confidential information confidential, safe and secure, not disclose it to any person (except personnel of the Supplier who have a need to know) and return or destroy it when it has performed all of the work under this Contract or this Contract terminates or expires. The Supplier may not make any public statement about this Contract unless it has first obtained written consent from CommTel.

14. CYBER SECURITY

The Supplier must implement and maintain appropriate cyber security measures to protect its own data and systems and those of CommTel. Regular risk assessments and vulnerability scans must be conducted to identify and address cyber security threats. Access controls and authentication mechanisms must be in place to prevent unauthorized access. The Supplier must conduct a regular review and update cyber security measures.

The Supplier must promptly notify CommTel of any cyber security incidents or breaches, including any identified security vulnerabilities affecting the products and services supplied to CommTel.

The Supplier is liable for damages or losses resulting from a breach of obligations in this clause 14.

15. INDEMNIFICATION

The Supplier indemnifies CommTel against all losses and damages (on a full indemnity basis and whether incurred by or awarded against CommTel) that CommTel may sustain or incur as a result, whether directly or indirectly, of: (a) a claim that the Products or their use or supply breaches any obligation of confidence or infringes the IPR of any person; (b) a claim, demand, suit, action or proceeding by a third party arising from an act or omission of the Supplier in connection with this Contract whether negligent or not; (c) without limiting paragraph (b), any act or omission of the Supplier in connection with this Contract resulting in or contributing to (i) claims by any third party against CommTel in respect of personal injury or death, or (ii) loss of or damage to CommTel’ or a third party’s physical property; or (d) failure by the Supplier to comply with the requirements of the Contract.

16. LIABILITY

Notwithstanding anything else in the purchase order or otherwise, CommTel will not be liable to Supplier with respect to the subject matter of the purchase order under any contract, negligence, strict liability or other legal or equitable theory for any amounts in excess in the amount CommTel paid to supplier in the six months preceding the event or circumstance giving rise to such liability.

In no event will CommTel be liable to supplier for any incidental, indirect, special, consequential damages or loss of profits arising out of, or in Connection with, the purchase order, whether or not CommTel was advised of the possibility of such damage.

Nothing in the purchase order limits either party's liability for bodily injury of a person, death, or physical damage to property or any liability which cannot be excluded under applicable law.

17. INSURANCE

The Supplier must take out and maintain with a reputable insurer valid and enforceable insurance policies: (a) Public and Product Liability insurance covering the Supplier and its Personnel against any liability to any party arising out of or in connection with this Contract for an insured amount of not less than A$10 million per accident or incident claim; (b) Workers Compensation insurance covering the Supplier for any claim against it by any person employed by the Supplier who provides services in relation to this Contract (and ensure that each of its other Personnel have similar insurance) for an amount necessary to cover any potential liability under statute or at common law; and in the case of Services (c) Professional Liability Insurance of not less than A$2 million per act and in the aggregate.

18. COMPLIANCE WITH LAWS

The Supplier must comply with all relevant legislation and regulations in the performance of this Contract.

19. MODERN SLAVERY

The Supplier agrees not to engage in any form of modern slavery, including forced labor, child labor, human trafficking, or any exploitative practices. The Supplier must have policies and procedures in place to ensure compliance with modern slavery laws. The Supplier will regularly assess and address any risks of modern slavery in their operations and supply chains. If any instances of modern slavery are discovered, the Supplier will promptly notify the Purchaser and take necessary actions to investigate and prevent further occurrences.

The Supplier will provide necessary information to demonstrate compliance upon request. CommTel can terminate the agreement if the Supplier breaches these obligations.

20. GOVERNING LAW

The Purchase Order will be construed in accordance with, and all disputes will be governed by the laws of Victoria, Australia.

21. HEALTH AND SAFETY AND BEHAVIOUR ON COMMTEL / COMMTEL CUSTOMER SITES

The Supplier must carry out its obligations under this Contract in a way that is safe and without risk to the health of its employees and contractors, CommTel’s employees and contractors and any person who may come into contact with the Products or Services, and with due consideration for Quality and the Environment. At CommTel’s request the Supplier must prepare all necessary documents recording the procedures and policies it will employ to ensure it meets its obligations under this clause and must make all such documents available to CommTel. CommTel may suspend or terminate this Contract if CommTel considers that the Supplier’s policies, procedures or documents are inadequate to meet the obligations of this clause.

22. NOTICES

Any notice to be given under the Purchase Order will be in writing and addressed to the party at the address stated in the front of the Purchase Order. Notices will be deemed given and effective (i) if personally delivered, upon delivery, (ii) if sent by an overnight service with tracking capabilities, upon receipt; (iii) if sent by fax or electronic mail, at such time as the party which sent the notice receives confirmation of receipt by the applicable method of transmittal; or (iv) if sent by certified or registered mail, within five days of deposit in the mail.