CONSULTANCY AGREEMENT

THIS AGREEMENT is made the xxxxx, 2009

BETWEEN: THIS INTERNATIONAL INSTITUTE

AND xxxxxxx (“the Contractor”).

RECITALS
A. THIS INTERNATIONAL INSTITUTE has agreed to engage the Contractor in the position set out in item 1 of Schedule 1 to this Agreement on and from the Commencement Date until the Termination Date upon and subject to the terms and conditions of this Agreement.

NOW THIS AGREEMENT WITNESSES and the parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following definitions apply, unless the context otherwise requires:
"Board" means the Board of the THIS INTERNATIONAL INSTITUTE;
"Confidential Information" means all know-how, financial information and other commercially valuable information in whatever form including, trade secrets, client information, models, strategies and other materials of whatever description which THIS INTERNATIONAL INSTITUTE claims is confidential to itself and/or each of THIS INTERNATIONAL INSTITUTE’s related corporations and includes all other such information that may be in the possession of THIS INTERNATIONAL INSTITUTE or an THIS INTERNATIONAL INSTITUTE’s related corporation. The following are exceptions to such information:
(a) information which is already in the public domain;
(b) information which hereafter becomes part of the public domain otherwise than as a result of an unauthorised disclosure by the Contractor;
(c) information which is or becomes available to the Contractor from a third party lawfully in possession thereof and who has the lawful power to disclose such information to the Contractor; and
(d) information which is rightfully known by the Contractor (as shown by written record) prior to the date of disclosure;
"Commencement Date" means the date set out in item 3 of Schedule 1.
"Termination Date" means the date set out in item 4 of Schedule 1.

2. TERM
2.1 THIS INTERNATIONAL INSTITUTE shall engage the Contractor and the Contractor shall work in the position for the period set out in item 2 of Schedule 1 or in such other capacity as may be mutually agreed to between THIS INTERNATIONAL INSTITUTE in accordance with the terms and conditions provided herein, commencing on the Commencement Date and continuing until the Termination Date.

3. DUTIES
3.1 The Contractor shall during the engagement:
(a) perform all the duties and responsibilities set out in Schedule 2 to this Agreement faithfully to the best of his/her abilities;
(b) observe and follow all reasonable and lawful rules, regulations and directions of THIS INTERNATIONAL INSTITUTE and the Board, and ensure that all policies and procedures set by THIS INTERNATIONAL INSTITUTE and the Board are complied with; and
(c) report directly to the China Programme Manager (Mrs Tina Hou) and provide reports to her as required.
3.2 Once this contract is signed THIS INTERNATIONAL INSTITUTE expects the Contractor to read thoroughly the Teachers’ Manual. It lays out in detail the organisation, the programmes and the procedures that underlay the operation.

4. HOURS OF WORK
The Contractor is required to work on a full-time basis to effectively carry out all responsibilities under this Agreement. The agreed working hours for this contract is 40 hours per week, divided between class teaching (25 standard classes maximum) and preparation and office hours (15 hours this 15 office hours is not restricted). The Contractor should set aside 3 hours per week for student consultation.
In some of our joint programmes the Contractor may be scheduled to teach some evening and Saturday classes as students are undertaking two courses concurrently.
Weekend classes may also occur as the Chinese government may change a workday to a weekend to facilitate a block of holidays.
Extra teaching hours will be reimbursed by THIS INTERNATIONAL INSTITUTE or the local hosting institution. However, prior approval by the China Programme Manager of THIS INTERNATIONAL INSTITUTE must be obtained.

5. REMUNERATION
5.1 THIS INTERNATIONAL INSTITUTE shall pay to the Contractor a fee as described in item 5 of Schedule 1. The fee is the entire remuneration payable to the Contractor and the Contractor shall not be entitled to annual leave, long service leave or overtime (unless approved).
5.2 The Contractor is entitled to 5 working days sick leave during a ten-month contract period. If possible two hours advanced notice to the local coordinator should be given so that a replacement can be arranged.
The cost for the replacement for the entitled sick leave will be covered by THIS INTERNATIONAL INSTITUTE. Any additional replacement cost outside of the 5 days sick leave, will be deducted from the Contractor’s payment.
A certificate from a qualified doctor is compulsory to validate the claim for each of the day’s sick leave. THIS INTERNATIONAL INSTITUTE will work with the local host institute to assist the Contractor to get access and communicate a doctor as required.
If the Contractor has more than 4 weeks sick leave during the contract period, THIS INTERNATIONAL INSTITUTE retains the right to terminate the contract after a discussion between the THIS INTERNATIONAL INSTITUTE China Programme Manager and the Contractor.
5.3 THIS INTERNATIONAL INSTITUTE shall provide the other benefits as described in item 6 of Schedule 1.
5.4 The Contractor shall not be entitled to further remuneration whatsoever.
5.5 The Contractor shall be liable for payment of all income tax and THIS INTERNATIONAL INSTITUTE shall under no circumstances be liable to the Contractor to remit income tax to any relevant taxation authority.

6. CONFIDENTIALITY UNDERTAKING
6.1 In consideration of THIS INTERNATIONAL INSTITUTE entering into this Agreement, the Contractor agrees as follows:
(a) that he/she shall retain the Confidential Information in confidence and take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information;
(b) that he/she shall not disclose Confidential Information to anyone without the prior written consent of THIS INTERNATIONAL INSTITUTE except to Contractors or associates of THIS INTERNATIONAL INSTITUTE who agree to keep the Confidential Information confidential and not to use or disclose it to any other person, corporation or firm;
(c) that he/she will not knowingly divulge, either directly or indirectly, any knowledge or information concerning the business affairs or property of THIS INTERNATIONAL INSTITUTE or any related corporation of THIS INTERNATIONAL INSTITUTE other than:
(i) as required by law;
(ii) to his/her legal or financial advisers for the purpose of obtaining professional advice; or
(iii) to the extent necessary to perform his/her duties under this Agreement;
(d) that he/she will not use or attempt to use any Confidential Information in any manner which may cause or be calculated to cause injury or loss to THIS INTERNATIONAL INSTITUTE.
6.2 The Contractor undertakes to ensure that the persons referred to in clause 6.1(b) are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to THIS INTERNATIONAL INSTITUTE.
6.3 The Contractor shall promptly notify THIS INTERNATIONAL INSTITUTE if he/she becomes aware of any breach of confidence by any person, firm or corporation to whom he/she has divulged all or any part of the Confidential Information or who becomes aware of it in an unauthorized way and shall give THIS INTERNATIONAL INSTITUTE all reasonable assistance in connection with any proceedings which THIS INTERNATIONAL INSTITUTE may institute against such person, firm or corporation for breach of confidence or otherwise.
6.4 All Confidential Information, together with any copies thereof remain the property of THIS INTERNATIONAL INSTITUTE and shall be returned to the Company on request from THIS INTERNATIONAL INSTITUTE for its return and shall be erased from any electronic media containing the same.
6.5 Neither party shall make any public announcement or disclosure of or in relation to the terms of this Agreement other than as required by law or to its professional advisers for the purposes of obtaining professional advice, without the prior consent of the other.
6.6 The Contractor acknowledges that the obligations created under clause 6 of this Agreement will continue during engagement and will survive termination of this Agreement.

7. CONFLICT OF INTEREST
7.1 The Contractor agrees that during the engagement he/she shall not, without the prior written consent of THIS INTERNATIONAL INSTITUTE, be directly or indirectly engaged, in similar work to that conducted by THIS INTERNATIONAL INSTITUTE.
7.2 The Contractor agrees to use all reasonable endeavour to avoid any situation where his/her interests may conflict or be inconsistent with, the interests of THIS INTERNATIONAL INSTITUTE. If such a situation arises or may reasonably be expected to arise, the Contractor undertakes to notify THIS INTERNATIONAL INSTITUTE in writing immediately.
7.3 The Contractor will not solicit or accept any payment or any other benefit as an inducement or reward in connection with any matter or business undertaken, or capable of being undertaken by THIS INTERNATIONAL INSTITUTE.

8. INTELLECTUAL PROPERTY
8.1 The Contractor agrees that title to any intellectual property related to the THIS INTERNATIONAL INSTITUTE Foundation Programme and academic units developed for or by the Contractor during his/her engagement by THIS INTERNATIONAL INSTITUTE will vest upon its creation in THIS INTERNATIONAL INSTITUTE and shall be the absolute property of THIS INTERNATIONAL INSTITUTE or such of its subsidiary companies as THIS INTERNATIONAL INSTITUTE may nominate.
8.2 The Contractor agrees that he/she will not use, copy, supply or reproduce any Intellectual Property of THIS INTERNATIONAL INSTITUTE, whether produced by him/her or another Contractor, employee, agent or representative of THIS INTERNATIONAL INSTITUTE, other than for the purpose of his/her engagement, without the prior consent of the Board of THIS INTERNATIONAL INSTITUTE.
8.3 When the Contractor’s engagement with THIS INTERNATIONAL INSTITUTE terminates for whatever reason, the Contractor undertakes to deliver up to THIS INTERNATIONAL INSTITUTE:
(a) all Intellectual Property; and
(b) any forms of records or reference to such Intellectual Property, as may be in the Contractor’s possession, power or control.
8.4 If the Contractor works from his/her own computer, upon termination the Contractor undertakes to immediately return THIS INTERNATIONAL INSTITUTE materials.

9. TERMINATION
9.1 THIS INTERNATIONAL INSTITUTE shall be entitled to terminate this Agreement forthwith at any time during the engagement for serious cause and without prejudice to any other claims, right or remedy which THIS INTERNATIONAL INSTITUTE may have against the Contractor upon notifying the Contractor in writing and specifying the cause. For the purposes of this clause the term “for serious cause” shall mean:
(a) serious and wilful default by the Contractor in the performance of his/her obligations hereunder;
(b) any act involving fraud, deceit or dishonesty by the Contractor (whether in relation to THIS INTERNATIONAL INSTITUTE and performance of his/her responsibilities or otherwise);
(c) intemperate use of alcohol or drugs by the Contractor during normal working hours;
(d) conviction of the Contractor of any criminal offence other than an offence which, in the reasonable opinion of the Board, does not affect the Contractor’s position with THIS INTERNATIONAL INSTITUTE;
(e) failure to observe and comply with the rightful laws and regulations of the sovereign country where the Contractor is operating;
(f) wilful or intentional injury to THIS INTERNATIONAL INSTITUTE or any of its subsidiaries, parents, or affiliates by the Contractor;
(g) refusal or neglect to comply with any lawful and reasonable order given to the Contractor by the Board or any other person duly authorised by the Board;
(h) failing to provide the medical insurance copy within 20 working days after the Commencement Date;
(i) an inability by the Contractor to perform the role as set out in Schedule 2 for a period of more than 20 working days due to accident, injury or ill-health (whether mental or physical).
(j) if the Contractor fails to attend classes for 3 or more consecutive days without providing a reasonable explanation.
(k) if the appointed location is terminated or does not commence, THIS INTERNATIONAL INSTITUTE will try to reallocate the Contractor to another programme. If this is not possible, THIS INTERNATIONAL INSTITUTE will give 1 month notice to the Contractor.
9.2 If the Contractor plans to terminate his/her contract, he/she should notify the THIS INTERNATIONAL INSTITUTE China Programme Manager in writing at least 4 weeks in advance, more if possible.
THIS INTERNATIONAL INSTITUTE will try to accommodate the Contractor’s requirements with regard to termination of the contract. A standard procedure below is required in processing the termination.
1. Notice in writing to the China Programme Manager of THIS INTERNATIONAL INSTITUTE no less than 4 weeks in advance.
2. Relationships with host institutions, students and other parties must be maintained to the THIS INTERNATIONAL INSTITUTE standards up to the final date of duty.
3. The Contractor will return any THIS INTERNATIONAL INSTITUTE/local institution’s equipment or information in their possession. The Contractor is required to complete a hand-over procedure for all THIS INTERNATIONAL INSTITUTE/local institutions’ teaching equipments, teaching materials, student grades and apartment furnishings. Upon receiving the appropriate form, THIS INTERNATIONAL INSTITUTE will process the last payment to the Contractor.
THIS INTERNATIONAL INSTITUTE reserves the right to deduct any money needed to cover any damage/loss of THIS INTERNATIONAL INSTITUTE/local institution’s equipment and materials.

10. CONTINUATION OF THE CONTRACT
10.1 Unless the option referred to below is exercised by THIS INTERNATIONAL INSTITUTE the Contractor’s engagement will cease on the Termination date and THIS INTERNATIONAL INSTITUTE shall be under no obligation to make any payment to the Contractor nor to offer the Contractor further work.
10.2 THIS INTERNATIONAL INSTITUTE will offer an optional second year of contract depending on a position being available, students and local institution’s feedback and at a location mutually agreed by both parties.
10.3 If THIS INTERNATIONAL INSTITUTE decides to exercise the option referred to in paragraph 10.2:
(a) it shall notify the Contractor of its intention to do so on or before 30 days prior to the Termination Date; and
(b) it shall engage the Contractor on the agreed Terms and Conditions. “Commencement Date” and “Termination Date” shall be advised accordingly.

11. NATURE OF RELATIONSHIP
11.1 The parties agree that the relationship between them is that of independent contractors and nothing in this Agreement shall, or shall be construed to, constitute the relationship of the parties as that of employer and employee.

12. GOVERNING LAW
This Agreement shall be construed and interpreted in accordance with the laws of Singapore and the parties hereto submit to the jurisdiction of the courts of Singapore.

IN WITNESS WHEREOF parties hereto have executed this Agreement as of the day and year first above written.
SIGNED for and on behalf of ) Name: Dr Glenn Watkins, President
INTERNATIONAL INSTITUTE OF ) Signature:
BUSINESS & TECHNOLOGY PTE )
LTD by a duly authorised person )
in the presence of: )

Signature of Witness:
Name of Witness:

SIGNED by the said ) Signature:
Xxxxxx )
in the presence of: )

Signature of Witness:
Name of Witness:

SCHEDULE 1

1. Position: THIS INTERNATIONAL INSTITUTE Foundation Programme Teacher, xxxx University , xxxxxx Road, xxxxxx City , xxxxxx Province , People's Republic of China .

2. Term: 10-month (two semesters)

3. Commencement Date: xxx 2009 (subject to the date of actual start of the programme)

THIS INTERNATIONAL INSTITUTE will cover a maximum of one week pay prior to the programme start date for goodwill to help the Contractor to settle in the local environment.

4. Termination Date: The conclusion of the semester at the local institution mentioned in Schedule 1 (1) above, estimated to be----- 30 June 2010 . A one semester probationary period applies – continuation with the contract is reliant on satisfactory feedback from the local institution.

5. Remuneration: The following pro-rata amounts per month paid as follows:

•  RMB -XXXXX, per month paid at the last Friday of each month to a nominated bank account upon receipt of invoice.

•  Approved extra teaching hours will be paid based on hourly rate of RMB 100 per class upon receipt of invoice.

6. Other benefits: In addition to the remuneration, THIS INTERNATIONAL INSTITUTE will:

•  provide fully-furnished accommodation in the location through the local institution (see apartment furnishing list in Teachers' Manual);

•  provide up to RMB 5,000 per semester for arriving and departure of the position upon the presentation of the valid receipts.

•  not require the Contractor to perform his/her duties during semester breaks;

•  cover all costs of visa application (excluding the cost of a multiple entry visa), but not including costs associated with obtaining a passport which shall be the sole responsibility of the Contractor;

•  pay for local national holidays except where such holidays fall within semester breaks;

•  supply relevant teaching material;

•  local tutors are provided by the local institution to support the English part of the THIS INTERNATIONAL INSTITUTE Foundation Programme teaching.

•  provide Chinese language classes after hours upon the Contractor's request at no cost in the local host institution (subject to the course availability)

SCHEDULE 2

Duties and Responsibilities

As a contractor for THIS INTERNATIONAL INSTITUTE, you have been retained to deliver the THIS INTERNATIONAL INSTITUTE Foundation Programme to students in the agreed local host institution in China . This will require that you deliver the course units as provided and directed by THIS INTERNATIONAL INSTITUTE and local host institution, and manage the quality and assessment requirements as set by THIS INTERNATIONAL INSTITUTE.

The Foundation Programme is comprised of English, IELTS, plus a number of units as directed by the programme in which you are teaching.

The full Foundation Programme is made up of Academic English/IELTS Preparation, Australian Culture, Study Skills, Introduction to Computing, Introduction to Western Scientific Thought and Practice, Introduction to Statistics and Introduction to Business Studies.

The abridge Foundation Programme is comprised of English, IELTS, Australian Culture, and Study Skills.

In most of our programmes the abridge Foundation Programme is what you have been employed to teach and examine. At the end of each semester, students' marks should be forwarded to the THIS INTERNATIONAL INSTITUTE China Programme Manager. These marks will form part of the official student transcript.

While many of our contractors may have had little experience with International English Language Testing System (IELTS) it is a necessity for you to have an understanding of what IELTS is, how it works, and can help students in taking this examination. The students IELTS test results will determine whether or not a student can obtain an Australian student visa and whether or not they can get direct entry into an Australian university.

You are expected to work closely with the local team and students to improve students' English and academic skills to the following levels:

Stage 1:

•  At the half way period of the programme: 60%+ of the class should have achieved IELTS 5.5 or the equivalent with a basic understanding of the requirements of studying at an Australian university.

Stage 2:

•  At the end of the programme: 50%+ of the class should have met the English direct entry requirement of the designated university in Australia with a good understanding on academic study requirements in Australia . By this stage they should have completed all the units of the THIS INTERNATIONAL INSTITUTE Foundation Programme.

You will be required to supervise, work with and mentor the local tutors of your programme, to ensure they deliver your courses to the THIS INTERNATIONAL INSTITUTE standards as set down in your course outlines. You will also be required to provide THIS INTERNATIONAL INSTITUTE with feedback on possible improvements to the programme and the thoughts and criticisms from these tutors, from time to time.

As the local THIS INTERNATIONAL INSTITUTE representative within the host institution, you may be required to participate in the marketing, promotion or public relations efforts of THIS INTERNATIONAL INSTITUTE, if called upon. These duties may also include representing THIS INTERNATIONAL INSTITUTE at functions held by the host institution. You may also be required to help the students organise and prepare their visa application forms.

You also have a responsibility to yourself. Teaching overseas will prove to be a rewarding experience, but it is also one that brings with it significant challenges. How people cope with these situations will vary from person to person, and we are mindful that on occasion, some alleviate the situation with smoking and drinking as a form of relaxation. As teachers, it is important to be mindful of the position of responsibility in which you are acting, and to moderate your behaviours. Regular contact with THIS INTERNATIONAL INSTITUTE is one way of making sure that any and every assistance can be provided to you.

If you are interested, you could also send your resume,copies of degrees, passport and general photos to E-mail: HR@anesl.com