Exhibit
10.1


 





 


STRICTLY
PRIVATE & CONFIDENTIAL


 


27th
June 2022


 


Steven
Boyages


14
Hampson Avenue


Maroubra,
NSW, 2035


 


Dear
Steven,


 


We
are pleased to offer employment to you with GBS (APAC) Pty Ltd (Company).


 


This
offer is conditional upon you being able to lawfully work in Australia and meeting the Company’s requirements in relation to
reference checks and other record checking (including you driver history record). This letter of offer complements your compensation
letter for directorship dated December 23, 2020.


 


Table
A sets out some of the key terms of your employment with the Company. Further details of the terms, which will form part of your contract
of employment, are set out in the document behind this letter. Together, this letter and the annexed Employment Agreement will form your
terms of employment.


 


Congratulations
on this job offer to join the Company. We look forward to welcoming you to the team.


 


Should
you have any questions, please do not hesitate to contact me at payroll@gbs.inc or Spiro.sakiris@gbs.inc


 


Yours
sincerely,


GBS
(APAC) Pty Ltd (ABN 65614067159)


 


Spiro
Sakiris


Chief
Financial Officer, GBS Inc


 




    	 



    	 



    

 


Table
A: Summary of Key Terms


 


	ITEM	 	DESCRIPTION	 	DETAILS	 	SPECIFIC
    TERM SET OUT IN THIS CLAUSE
	1	 	Position	 	Interim
    CEO	 	Clause
    1.1
	2	 	Commencement
    Date	 	October
    29, 2021	 	Clause
    1.2
	3	 	Location	 	Level
    35, International Tower One, Barangaroo, NSW 2000	 	Clause
    1.4
	4	 	Reporting
    Line	 	Chair,
    Board of Directors , GBS Inc	 	Clause
    2.5
	5	 	Total
    Fixed Remuneration	 	1.
    Pro-rated Annual Base Salary

    -
    $120,000

    2.Superannuation
- in accordance with current Superannuation Guarantee Legislation
	 	Clause
    6.1
	6	 	Potential
    Bonus	 	1.Up
    to 20% of gross base salary.	 	 
	7	 	Jurisdiction	 	NSW	 	 
	8	 	Termination
    by the Company	 	Six
    (6) month’s notice	 	Clause
    13.1
	9	 	Termination
    by You	 	Six
    (6) month’s notice	 	 
	10	 	Restricted
    period	 	1.The
    period of six (6) months’ starting on the End Date or if a court determines that this is unenforceable; then

    2.The
    period of three (3) months’ starting on the End Date or if a court determines that this is unenforceable; then

    3.The
    period of one (1) month

    starting
    on the End Date.
	 	 
	11	 	Restricted
    Area	 	1.Australia,
    or if a court determines that this is unenforceable; then

    2.NSW,
    or if a court determines that this is unenforceable; then

    3.Sydney.
	 	 
	12	 	Mandatory
    Qualifications/Licenses	 	Professional
                                                                              qualifications and/or regulatory licenses and/or certifications necessary for you to perform the inherent requirements of your
                                                                              job.
	 	 


 




    	 



    	 



    

 


EMPLOYMENT
AGREEMENT (the “Agreement”)


 


1.
EMPLOYMENT


 


1.1
Position


 


The
Company will initially employ you in the position specified at Item 1.


 


1.2
Commencement Date


 


Your
employment will start on the date specified at Item 2, or as otherwise agreed between you and the Company in writing.


 


1.3
Warranty


 


You
warrant that:


 


a.
All statements and representations you made during recruitment for this role, were accurate and truthful in all respects;


 


b.
You have the necessary skills and experience to carry out to a high standard your duties, functions and responsibilities as required
in your position;


 


c.
You have the qualifications and licenses (as applicable) necessary to perform your role and you will maintain such qualifications
and licenses for the entire course of your employment;


 


d.
You have disclosed to the Company information about any possible restrictions (including medical and any post- employment restraints
from your previous employment) on your performance of the duties set out in this Agreement; and


 


e.
Other than those disclosed to the Company, you are not under any obligation or restriction which would interfere or conflict with
your employment in this role or your obligations and duties under this Agreement.


 


1.4
Location and Travel


 


Your
place of work is at the location specified at Item 3. The Company may require you to work in other locations at any time (on a temporary
or permanent basis), and/or to travel within the state, interstate or overseas to perform your duties.


 


1.5
Indemnity


 


You
will indemnify the Company against any claim which may be made against the Company or any of its associated entities, to the extent such
claim arises in connection with any matter also resulting in a breach by you of the warranties set out in Clause 1.3 above.


 


1.6
Probation Period


 


Not
Applicable


 


2.
DUTIES AND REPORTING STRUCTURE


 


2.1
Duties of Your Position


 


a.
You must perform the duties set out in your position description. The Company may vary these duties at any time.


b.
You must also perform other duties which you are capable of performing, as required by the Company.


 


2.2
Flexibility


 


It
is critical that you are flexible in all respects to assist the Company meet its business and client needs. You accept that your
position, duties, responsibilities, reporting line and work location may change from time to time to meet business needs.


 




    	 



    	 



    

 


2.3
General Duties


 


You
must:


 


a.
Devote all of your time, attention and skill to the performance of your duties both during normal business hours and at other times
as reasonably necessary;


 


b.
Perform your duties faithfully and diligently;


 


c.
Follow lawful and reasonable directions given to you by the Company;


 


d.
Comply with all laws applicable to your employment and position;


 


e.
Keep all Company property that you are supplied with in good order. You must immediately advise the Company of any damage caused or defects;
and


 


f.
Promote the best interests of the Company and any Group Company, and not act in any way which may harm or prejudice the reputation or
goodwill of the Company and any Group Company.


 


2.4
Changes to Your Position


 


If
your position, duties or reporting structure change during the term of this Agreement, this Agreement will continue to apply to your
employment unless you and the Company:


 


a.
Enter into a new written employment agreement; or


 


b.
Vary this Agreement in writing.


 


2.5
Reporting Structure


 


You
will report to the person identified at Item 4, or as otherwise directed by the Company.


 


3.
HOURS OF WORK


 


You
will be required to work 10 hours each week, during the Company’s ordinary business hours, and reasonable additional hours in
accordance with the Company’s operational requirements.


 




    	 



    	 



    

 


4.
COMPANY POLICIES


 


a.
The Company has various policies which apply to your employment. You must familiarize yourself with these policies.


 


b.
Where the policies place obligations on you, you must comply with them.


 


c.
The Company may review, vary, add or withdraw policies from time to time in its absolute discretion.


 


d.
To avoid doubt, the policies and any obligations on The Company set out in them do not form part of your contract of employment and are
not binding on The Company.


 


5.
WORKPLACE SURVEILLANCE


 


5.1
Camera Surveillance


 


The
Company uses video surveillance equipment strategically located in internal and external areas of the workplace to monitor movements.
Cameras will operate continuously, and surveillance will be ongoing.


 


5.2
Computer and Network Surveillance


 


a.
For the purposes of performing your duties, the Company may provide you with access to computer, internet, mobile communication and email
facilities and other equipment and facilities. Use of such equipment and facilities is for business purposes only. You must not engage
in inappropriate use of those facilities.


 


b.
The Company monitors computer and network use (and the use of any other equipment and facilities) by employees on an ongoing and regular
basis. The Company may at any time access, monitor and record any communication or information developed, used, received, stored or transmitted
by you using Company resources. Filtering systems are installed in the Company’s network which restrict the flow of certain
types of material, including emails and viruses, in and out of the network. Accordingly, some email traffic may be blocked.


 


c.
Further details regarding the Internet, Email and Computer Use Policy will be made available to you upon commencement.


 


6.
REMUNERATION


 


6.1
Total Fixed Remuneration


 


a.
The Company will initially pay you the amount specified at Item 5. This includes:


 


	 	1.	Annual
    base salary;
	 	2.	Compulsory
    superannuation


 


b.
The Company will make compulsory superannuation contributions on your behalf in accordance with the Superannuation Guarantee legislation.
The contributions may be made to the Company’s default provider, or to a complying superannuation fund of your choice.


 


c.
You may also have access to use of a mobile phone, in accordance with relevant Company policy (as amended from time to time, which
does not form part of this Agreement).


 


6.2
Annualized Salary


 


a.
Your base salary includes compensation for all entitlements, benefits or payments that might otherwise be due under any industrial
instrument that may apply to your employment, and may be set off against any entitlement to:


 


	 	1.	overtime;
	 	2.	penalty
    payments for out of hours work or working weekends and public holidays;
	 	3.	shift
    loadings;
	 	4.	leave
    loadings;
	 	5.	any
    other loadings, penalties, allowances, bonuses, incentives, and
	 	6.	other
    payments or benefits of any kind which may otherwise be applicable.


 




    	 



    	 



    

 


	 	7.	You
    will not be paid any special rates or allowances for working particular times or under particular conditions unless otherwise agreed
    in writing.
	 	8.	The
    terms of any industrial instrument (or any subsequent or replacement industrial instrument) which may apply to you do not form part
    of this Agreement.
	 	9.	The
    Company is entitled to apply any over-award payments or other benefits provided for in this Agreement, or paid to you in excess
    of statutory entitlements, in satisfaction of any modern award or other entitlements to which you may become entitled.


 


6.3
Payment


 


The
Company will pay your salary monthly, fortnightly or weekly by electronic transfer to your nominated bank account. Presently, the Company
pays monthly.


 


6.4
Expenses


 


The
Company will reimburse you for any expenses that you reasonably incur during the performance of your duties. The Company will require
you to provide a tax invoice, or other evidence, to substantiate any expense claim and adhere to The Group’s expense policy.


 


6.5
Confidentiality


 


The
Company requires all employees to maintain the confidentiality of all information in respect of remuneration.


 


7.
POTENTIAL BONUS


 


a.
You may be eligible to participate in any bonus and incentive scheme that may be implemented from time-to- time by the Company, in accordance
with the Company’s policies and procedures.


 


b.
Any scheme does not form part of your contract of employment. Bonus and incentive payments do not form part of your remuneration for
any purpose, including leave entitlements, notice and severance payments. However, all pre-tax allowances and commissions/incentives
are included in your taxable income and are inclusive of superannuation.


 


c.
Upon termination of your employment, your entitlement in respect of any and all amounts owing will be governed by the rules of the scheme.


 


d.
The Company reserves the right to alter, vary or withdraw the scheme or its terms at any time. The Company also retains the absolute
and ultimate discretion in assessing and determining bonus and/or incentive payments.


 


8.
LEAVE


 


Not
applicable


 


9.
CHANGE OF DUTY


 


a.
The Company may, at any time, ask that you do not attend for duty on pay, or direct you to perform work in a different position,
at any time during the term of your employment, including but not limited to circumstances where the Company forms the view that your
conduct, capacity or performance may warrant serious disciplinary action.


 


b.
If the Company suspends you from duty in accordance with clause 9(a), it may appoint someone else to your role during the period of suspension.


 


10.
REPORTING ADVERSE EVENTS


 


a.
You must report any untoward medical occurrence in a patient, consumer or clinical investigation subject that you become aware of in
the course of your employment (“Adverse Event”) to the Company as soon as possible after you become aware of the
Adverse Event.


 


b.
A failure to report an Adverse Event in accordance with clause 10(a) may result in disciplinary action, which may include the termination
of your employment pursuant to clause 13.7 of this Agreement.


 




    	 



    	 



    

 


11.
MEDICAL EXAMINATIONS


 


a.
The Company may, from time-to-time at its discretion, require you to undergo an independent medical examination by a medical practitioner
nominated by the Company. The Company will bear the costs of any such examination, and you consent to the medical practitioner releasing
the results of that examination to the Company.


 


b.
The Company will keep the results confidential and will only use them to assess your ability to perform your duties or meet the
Company’s occupational health and safety obligations, which may result in the Company taking action including, but not limited
to:


 


	 	1.	requiring
    you to return to work;
	 	2.	requiring
    you to leave, or remain away from work, for a period of time; or
	 	3.	ending
    your employment.


 


12.
SOCIAL MEDIA


 


a.
You must ensure that any content or material published by you using any social media tool including but not limited to LinkedIn, Facebook,
Instagram and Twitter:


 


	 	1.	Is
    in full compliance with all policies and directives of the Company in place from time-to-time, including but not limited to the Media
    and Social Media Policy;
	 	2.	Is
    in full compliance with all confidentiality obligations;
	 	3.	Protects
    the privacy of clients, suppliers and employees/contractors of the Company;
	 	4.	Does
    not infringe any intellectual property rights of the Company, its clients and suppliers or any other third party;
	 	5.	Does
    not breach any contractual obligations;
	 	6.	Does
    not bring the business of the Company or its clients and suppliers into disrepute;
	 	7.	Does
    not bring you into disrepute in a manner that could reflect adversely on the business of the Company or your employment relationship
    with the Company;
	 	8.	Is
    not obscene, offensive, threatening, derogatory, harassing, discriminatory or hateful to another organisation and in particular
    the Company, its employees and contractors, clients, suppliers and other businesses with whom you or the Company have dealings;
	 	9.	Is
    otherwise accurate and not misleading and deceptive including accurately reflecting your role with the Company; and
	 	10.	Is
    promptly removed from any site or publication upon any request or direction from the Company.


 


b.
The above obligations continue after your employment ends.


 


13.
ENDING YOUR EMPLOYMENT


 


13.1
Ending your Employment with Notice


 


a.
Prior to the End Date (at which time your employment will terminate automatically) and subject to clause 1.6, the Company may end your
employment at any time by providing you with the period of written notice specified at Item 8.


 


b.
Your employment with the Company is to assist in providing the services it has agreed to provide under a specific contract with
one of its clients. If, for some reason, that contract is terminated, your employment may need to be terminated in circumstances where
your position is redundant during the term.


 


c.
You may terminate your employment and this Agreement prior to the End Date, by giving one (1) month notice in writing, or notice to the
End Date, whichever is lesser.


 




    	 



    	 



    

 


13.2
Payment in Lieu of Notice Period


 


The
Company may:


 


a.
pay you in lieu of your notice period; or


 


b.
require you to work for part of your notice period and pay you in lieu of the balance of the period.


 


13.3
Calculation of Payments if your Employment Ends


 


If
your employment ends, the Company will calculate any payments in lieu of notice based on your base salary.


 


13.4
Deduction of Amounts Owed


 


a.
You irrevocably authorize the Company to set off any amounts you owe the Company (including deductions for outstanding Business
or Travel expenses or the cost of repair or replacement of property issued to you) against any amounts the Company owes you at the date
of termination except for amounts the Company is not entitled by law to deduct, and you acknowledge that this is reasonable and principally
for your benefit and


 


b.
If the amounts owed by you to the Company at the End Date exceed amounts payable to you under this clause 13, you agree to repay such
amounts to the Company within fourteen (14) days of the End Date.


 


13.5
Failure to Give Notice


 


a.
You acknowledge that:


 


	 	1.	the
    need to work until the End Date is in recognition of the fact your role with the Company is an important one; and
	 	2.	if
    you purport to end your employment prior to the End Date, and without giving the required notice, the Company’s business will
    be disrupted and as a result, the Company will suffer a loss.


 


b.
In the event that you end your employment prior to the End Date without giving the specified period of notice in writing, you undertake
to pay the Company an amount equal to your total remuneration for the balance of the notice period not served. You agree that this amount
is a genuine pre-estimate of the loss the Company is likely to suffer as a result of your failure to give the specified period
of notice.


 


13.6
Duties During Notice Period


 


a.
If you or the Company gives notice ending your employment, the Company may direct you at any time during the notice period:


 


	 	1.	not
    to attend work;
	 	2.	not
    to perform all or part of your duties; or
	 	3.	to
    perform duties which are different to your normal duties, provided that you have the necessary skills and competence to perform
    those duties.


 


b.
If you or the Company gives notice ending your employment, the Company may appoint someone else to your role during the notice period.


 


13.7
Ending your Employment Without Notice


 


Notwithstanding
clause 13.1, the Company may end your employment at any time without notice for any reason warranting summary dismissal, including but
not limited to, if you:


 


a.
engage in serious or willful misconduct;


 


b.
are seriously negligent in the performance of your duties;


 




    	 



    	 



    

 


c.
are in breach of any of the warranties provided by you under this Agreement


 


d.
commit a serious or persistent breach of this Agreement (including but not limited to failing to perform or observe any lawful direction
or instruction by the Company);


 


d.
commit an act, whether at work or otherwise, which brings the Company into disrepute; or


 


e.
are convicted of a criminal offence which is in the reasonable opinion of the Company, causes or is likely to cause, harm to the
reputation or otherwise of the Company or which prevents you from performing your duties.


 


Note:
As you are entitled to a motor vehicle allowance to enable you to perform the inherent requirements of your role, a condition of your
employment is that you must at all times hold a valid driver’s license appropriate for the type of vehicle and jurisdiction in
which it is driven. You agree that you will immediately notify the Company of any change in the status of your driver’s license,
including if your license is suspended or if you lose your license. At its discretion, the Company may request you to provide an up-to-date
driving record at any time.


 


The
Company is entitled to terminate your employment immediately if it reasonably considers that you are unable to properly perform your
role because of the change in status (including, but not limited to, in circumstances where such change would prevent you from performing
the inherent requirements of your role).


 


13.8
Exclusion of the Company Policies


 


Nothing
in any policies, statements or representations issued, or made, by the Company, or practices adopted by the Company, will limit or affect
the Company’s rights to terminate your employment in accordance with this clause 13.


 


13.9
Obligations Upon End of Work


 


Before
the End Date, or as soon as practicable after that date, you must:


 


a.
return all property belonging to the Company, including but not limited to any security keys, hard copy or electronic version of Confidential
Information, any Company document, Intellectual Property or any other document brought into existence during your employment with the
Company which is in your possession, custody or control, without retaining a copy;


 


b.
provide to the Company all relevant passwords and access codes (including building security, the Company bank accounts, computer systems
or computer files) which have been in your care or control during your employment;


 


c.
ensure that you perform all of your duties (as described in your job description) to the standard required; and


 


d.
remove from all social media tools any material that states or implies that you remain employed by the Company and ensure that your experience
and role with the Company remains at all times accurately reflected in such tools.


 


13.10
No compensation


 


(a)
You acknowledge that if the Company ends your employment, you have no further claim against the Company for compensation.


 


(b)
You agree that the salary and benefits paid to you under this agreement include specific consideration to ensure the Company may avail
itself of all its rights to end your employment contained in this agreement.


 


14.
Disclosure of information


 


14.1
Your obligations during employment


 


(a)
During your employment, you must not use or disclose Information (including Confidential Information) unless the use or disclosure is:


 


(1)
required by law;


(2)
made as part of the proper performance of your duties; or


(3)
agreed by the Company.


 




    	 



    	 



    

 


(b)
Any use of Information on any social media tool must comply with your obligations as set out in these terms. At any time you are in any
doubt in relation to your social media obligations you must seek guidance from the Company.


 


(c)
You agree to comply with all relevant privacy legislation, as amended from time to time, and to treat any personal and health information
that you have access to as confidential.


 


(d)
In addition, it is your responsibility to keep all Company property that you are supplied with in good order. You must immediately advise
the Company of any damage caused or defects.


 


14.2
Preventing disclosure


 


During
and after your employment:


 


(a)
You must take all reasonable and necessary precautions to maintain the secrecy and prevent disclosure of Confidential Information.


 


(b)
You must immediately notify the Company of any suspected or actual unauthorized use, copying or disclosure of Confidential Information.


 


14.3
Your obligations after your employment ends


 


(a)
After your employment ends, and without limiting your general law obligations, you must not disclose Confidential Information unless
the disclosure is:


 


(1)
required by law; or


(2)
agreed in writing by the Company.


 


(b)
Further, after your employment ends, you agree to:


 


(1)
comply with your obligations above, in respect of maintaining the confidentiality of Confidential Information; and


(2)
provide all assistance and co-operation to the Company (and its related businesses), as requested, to assist it to protect, preserve
and or recover its Confidential Information, including in any legal proceedings.


 


14.4
Implied term and survival of obligations


 


(a)
To avoid doubt, this clause 14 is not intended to limit any duty of good faith and fidelity owed by you at law.


 


(b)
Your obligations under this clause 14 continue after your employment ends.


 


15.
Intellectual property


 


15.1
Ownership


 


(a)
The Company is the sole and exclusive owner of all Intellectual Property that you create or contribute to during your employment.


 


(b)
To the extent any such Intellectual Property does not vest in the Company, you hereby assign all such Intellectual Property to the Company
(or another Group Company nominated by the Company).


 


(c)
You must do all things reasonably requested by the Company to ensure that the Company (or another Group Company nominated by the Company)
owns and is entitled to register the Intellectual Property that you create or contribute to during your employment.


 




    	 



    	 



    

 


15.2
Disclosure


 


You
must inform the Company of all Intellectual Property that you create or contribute to during your employment.


 


15.3
Survival of obligations


 


Your
obligations under this clause 15 survive the termination of your employment.


 


16.
Moral Rights


 


If
you have Moral Rights in any Intellectual Property owned by any Group Company you:


 


(a)
irrevocably consent to any act or omission by any Group Company which would otherwise infringe those Moral Rights;


 


(b)
agree that your consent extends to acts and omissions by each Group Company’s licensees and successors in title; and


 


(c)
agree that your consent is a genuine consent given under Part 9 of the Copyright Act 1968 (Cth) and has not been induced by duress or
any false or misleading statement.


 


17.
Restrictions during your employment and conflict of interest


 


(a)
You must not use your position to gain an advantage for yourself or some other person.


 


(b)
You must have no conflicts which would prevent you from the impartial and proper performance of your duties and you will immediately
report any circumstances to the Company where there could be a possible conflict of interest.


 


(c)
Subject to clause 17(e) , during your employment you must not be engaged, concerned or interested in any other business without the Company’s
prior written consent.


 


(d)
Without limiting the above, or without limiting your duty of good faith and fidelity, as an employee of the Company, you are not permitted
to take on other employment with a third party or to engage in any other activities (including self- employment) which might directly
or indirectly conflict with your duties to the Company, unless prior authorization is received in writing from the most senior manager
in your business unit/function.


 


(e)
Despite any other clause of this agreement, you may hold shares in companies listed on any recognized securities exchange without the
Company’s prior written consent if you hold less than 2% of the issued shares of any class of any one company.


 


18.
Restrictions after your employment ends


 


18.1
Inducing employees to leave The Group


 


You
must not during the Restricted Period and in the Restricted Area directly or indirectly induce or attempt to induce any director, employee
or contractor of the Group, with whom you had work related dealings during the 6 months preceding the Last Service Date, or of whom you
have, or have had, Confidential Information about in respect of their engagement with the Group, to terminate his or her engagement with
the Group, whether or not that person would commit a breach of that person’s contract of engagement.


 


18.2
Persuading the Group’s clients to cease or reduce business


 


You
must not during the Restricted Period and in the Restricted Area solicit or persuade any client of the Group with whom you had work related
dealings during the 6 months preceding the Last Service Date or of whom you have, or have had, Confidential Information about to cease
doing business with the Group or reduce the amount of business which the person would normally do, or otherwise have done, with the Group.


 




    	 



    	 



    

 


18.3
Priority of restrictions


 


You
agree that you intend the restrictions in this clause 18 to operate to their maximum extent. However, should a Court consider it necessary
to reduce the extent of a restriction, the parties intend that any reduction should be made to the Restricted Area before any reductions
are made to the Restricted Period.


 


18.4
Consent and notification to new employer


 


(a)
The restrictions in this clause do not apply in circumstances where you have obtained the Company’s prior written consent.


 


(b)
You acknowledge that in the event of the termination of your employment with the Company, the Company may notify your new employer about
the Company’s rights and your ongoing obligations under this agreement.


 


18.5
Restrictions reasonable and independent


 


You
acknowledge and agree that:


 


(a)
you will obtain Confidential Information during your employment, the disclosure of which could materially harm the Group;


 


(b)
the restrictions in this clause are reasonable and necessary for the protection of the Group’s Confidential Information and goodwill;


 


(c)
you intend the restrictions to operate to the maximum extent;


 


(d)
despite anything in this clause 18 , for the purposes of this clause 18 , a ‘substance over form’ approach is intended to
be taken as to whether the conduct prohibited by this clause 18 occurred in the Restricted Area. For example, the provisions in this
clause 18 will apply if you solicit an employee located inside the Restricted Area but you take the relevant action (e.g. make a telephone
call or send an email to that employee) from a location outside the Restricted Area;


 


(e)
damages may be inadequate to protect the Group’s interests and the Group is entitled to seek and obtain injunctive relief, or any
other remedy, in any court; and


 


(f)
the restrictions are separate, distinct and several, so that the unenforceability of any restriction does not affect the enforceability
of the other restrictions.


 


18.6
Modification of restrictions


 


If
the restrictions in this clause 18 :


 


(a)
are void as unreasonable for the protection of the Group’s interests; and


 


(b)
would be valid if part of the wording was deleted or the period or area was reduced, the restrictions will apply with the modifications
necessary to make them effective.


 


18.7
Obligations continue


 


Your
obligations under this clause 18 survive the ending of your employment.


 


19.
Reference and background checks


 


(a)
This offer of employment with the Company is made to you on the understanding that the information you provided to us during the recruitment
process is accurate and complete. However, to ensure the integrity of the recruitment process, the Company requires all new employees
to undergo reference and background checking.


 




    	 



    	 



    

 


(b)
Accordingly, you acknowledge and accept that:


 


(1)
this agreement is conditional upon the satisfactory completion of the reference and background checks set out below. If the Company is
not satisfied with the results of any of the following checks, it may withdraw this offer of employment made to you;


 


(2)
the Company may carry out the following checks on you to determine your suitability for the position: reference check with previous
employers; academic qualification check; Federal Police criminal record check; and any other check which it considers
relevant.


 


20.
General


 


20.1
Miscellaneous


 


(a)
This agreement is governed by the law in force in the jurisdiction specified at Item 8 .


 


(b)
Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in the jurisdiction specified at Item
8 and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably
waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient
forum.


 


(c)
This agreement states all the express terms of the agreement between the parties in respect of its subject matter. It supersedes all
prior discussions, negotiations, understandings and agreements in respect of its subject matter.


 


(d)
You acknowledge that in accepting employment with the Company you have not relied on any representations regarding your employment made
by the Company (or its agents or employees) other than matters expressly set out in this agreement.


 


(e)
If any provision of this agreement is invalid under the law of any jurisdiction, the provision is enforceable in that jurisdiction to
the extent that it is not invalid, whether it is in severable terms or not.


 


(f)
Clause 20.1(e) does not apply where enforcement of the provision of this agreement in accordance with clause 20.1(e) would materially
affect the nature or effect of the parties’ obligations under this agreement.


 


(g)
You represent that you have taken, or had the opportunity of taking, legal advice in relation to the nature, effect and extent of this
agreement.


 


(h)
The Company executes this agreement for the Group. You acknowledge and agree that each Group Company may independently enforce the obligations
given in their favor in this agreement against you in their own right.


 


(i)
This agreement may be executed in any number of counterparts and all counterparts, taken together, constitute one instrument. A party
may execute this agreement by executing any counterpart.


 


20.2
Waiver


 


No
party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing
and signed by the party granting the waiver.


 


The
meanings of the terms used in this clause 20.2 are set out below.


 


	Term	Meaning
	 	 
	conduct	includes
    delay in the exercise of a right.
	 	 
	right	any
    right arising under or in connection with this agreement and includes the right to rely on this clause.
	 	 
	waiver	includes
    an election between rights and remedies, and conduct which might otherwise give rise to an estoppel.


 




    	 



    	 



    

 


e.
20.3 Previous entitlements


 


You
acknowledge and agree that, despite you taking up employment under the terms of this agreement, the Company does not agree to recognize
any entitlements, including redundancy, annual leave, long service leave and any other employee entitlements that an employer in Australia
can choose not to recognize in circumstances where an employee takes up employment after leaving employment with another business (including
but not limited to where there has been a transfer of business as defined in the Fair Work Act 2009 (Cth)).


 


21.
Definitions and interpretation


 


21.1
Definitions


 


The
meanings of the terms used in this agreement are set out below.


 


	Terms	Meaning
	 	 
	Business
    Day	a
    day on which banks are open for business in the jurisdiction specified at Item 8, excluding a Saturday, Sunday or public holiday.
	 	 
	Company	GBS
    (APAC) Pty Ltd
	 	 
	Commencement
    Date	has
    the meaning given to that term in clause 1.2
	 	 
	Confidential

    Information

     

     

     

     

     

     

     

     

     

     

     

     

     

     
	any
    Information which is:

     

    1)
    confidential; and

     

    2)
    not in the public domain (unless in the public domain because of a breach of confidentiality), including, but not limited to, the
    following:

     

    3)
    technical information relating to the Company’s business including its operation, manufacture and products;

     

    4)
    all information concerning the business, its methods of operating, marketing and other activities;

     

    5)
    information concerning the Company’s customers; and

     

    6)
    competitive and financial information concerning the business not in the public domain.

	 	 
	Corporations
    Act	the
    Corporations Act 2001 (Cth).
	 	 
	End
    Date	the
    date on which your employment with the Company ends.
	 	 
	Entity	an
    individual, company, partnership, joint venture (whether corporate or incorporate) and any other body (whether corporate or incorporate).
	 	 
	Group	the
    Company and each Group Company.
	 	 
	Group
    Company	a
    ‘related body corporate’ of the Company as that expression is defined in the Corporations Act.


 




    	 



    	 



    

 


	Terms	Meaning
	 	 
	Information	any
    information about the Group or its business (including, but not limited to, any idea, concept, process or know-how) which:

     

    1)
    comes to your notice in the course of your employment; or

    2)
    is generated by you in the course of performing your duties.

	 	 
	Intellectual
    Property	all
    present and future rights to intellectual property including any inventions and improvements, trademarks (whether registered or common
    law trade marks), patents, designs, copyright, any corresponding property rights under the laws of any jurisdiction and any rights
    in respect of an invention, discovery, trade secret, secret process, know-how, concept, idea, information, process, data or formula.
	 	 
	Last
    Service Date	the
    earlier of the End Date and the date on which the Company elects, in accordance with clause 13.6 to require you not to attend for
    work and not to undertake any duties.
	 	 
	Moral
    Rights	all
    moral rights, including the right of attribution of authorship, the right not to have authorship falsely attributed and the right
    of integrity of authorship, as defined in the Copyright Act 1968 (Cth).
	 	 
	Prescribed
    position	1)
    a position as an employee, director, secretary, company officer, agent, contractor, consultant or adviser of any Entity;

    2)
    a partner, shareholder or member of any Entity; and

    3)
    acting as any of the persons referred to in items 1 and 2 of this definition.

	 	 
	Restricted
    Area	the
    area specified at Item 11
	 	 
	Restricted
    Period	the
    period specified at Item 10.
	 	 
	Superannuation

    Guarantee
    Legislation
	applicable
    Australian legislation governing the payment by employers of compulsory superannuation contributions on behalf of their employees
    (currently, the Superannuation Guarantee (Administration) Act 1992 (Cth) and the Superannuation Guarantee Charge Act 1992
    (Cth)).
	 	 
	Total
    Fixed Remuneration	has
    the meaning given to that term in clause 6.1
	 	 
	you	the
    employee whose name and address is listed on the letter to whom this agreement is to be offered.


 


21.2
Interpretation


 


In
this agreement:


 


(a)
Headings and bold type are for convenience only and do not affect the interpretation of this agreement.


 


(b)
The singular includes the plural and the plural includes the singular.


 




    	 



    	 



    

 


(c)
Words of any gender include all genders.


 


(d)
Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning.


 


(e)
An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and
any Government Agency as well as an individual.


 


(f)
A reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit
to, this agreement.


 


(g)
A reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments
of any of them.


 


(h)
No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this
agreement or that provision.


 


(i)
A reference to this agreement includes the terms of this agreement and the terms of the letter offering you employment with the Company.


 


(j)
A reference to an Item is a reference to the items listed in the letter offering you employment with the Company.


 


(k)
Specifying anything in this agreement after the words ‘include’ or ‘for example’ or similar expressions does
not limit what else is included.


 


Executed
as an agreement


 


We
attach a copy of the Fair Work Information Statement. We are required to give this to you by law. It does not form part of your employment
agreement.


 


The
Company


 


Signed
for


 


GBS
(APAC) Pty Ltd (ABN 65614067159)


 


Chris
Towers


Director,
GBS Inc


 


YOU


 


Signed
and accepted on September 28, 2022 by


Steven
Boyages