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F1 SolutionsLetter of Engagement

Prepared for Matthew Sutton

F1 Solutions BuildingLevel 3

97 Northbourne Avenue

TURNER ACT 2612

T: 02 6245 7999 | F: 02 6245 7900

COMMERCIAL-IN-CONFIDENCE

Copyright F1 Solutions

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Employment Agreement

Table of Contents

1 Contract of Employment .................................................................................... 5

2 Commencement Date ........................................................................................ 5

3 Location ............................................................................................................. 5

4 Position ............................................................................................................. 6

5 Term .................................................................................................................. 6

6 Remuneration .................................................................................................... 6

7 Terms of Employment ........................................................................................ 6

8 Agreement ......................................................................................................... 6

9 Welcome and Acceptance .................................................................................. 7

Terms of Employment Schedule .................................................................................. 8

1 Payment of Salaries............................................................................................ 8

2 Superannuation ................................................................................................. 8

3 Salary Review..................................................................................................... 8

4 Expenses ............................................................................................................ 8

5 Leave Entitlements ............................................................................................. 9

6 Termination of Employment ............................................................................. 10

7 Hours of Work .................................................................................................. 10

8 Privacy ............................................................................................................. 10

9 Training and Development Program ................................................................. 11

10 Company Policies ............................................................................................. 12

11 Copyright and Intellectual Property .................................................................. 12

12 Unapproved Software ...................................................................................... 12

13 Non-Disclosure of Confidential Information ...................................................... 13

14 Non-Procurement ............................................................................................ 14

15 Outside Work ................................................................................................... 14

Position Description ................................................................................................. 15

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1 Contract of Employment

Private and Confidential

22 March 2010

Matthew Sutton

2 Jacka Place

Campbell ACT 2612

Dear Matthew Sutton,

Re: Contract of Employment

We take great pleasure in offering you the position of Systems and Network

Engineer with us here at F1 Solutions Pty Ltd where we hope you will enjoy yourrole and make a significant contribution to the success of the business.

This Agreement is made and entered into as the Letter of Engagement by and

between F1 Solutions trading as F1 Solutions Pty Ltd with its principal place of

business at Level 3, 97 Northbourne Avenue, Turner ACT 2612 and:

Matthew Sutton

(Hereinafter referred to as the Staff Member)

2 Commencement Date

Your Employment will commence on 25th February 2010.

3 Location

You will be based at Level 3, 97 Northbourne Avenue, Turner ACT 2612.

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4 Position

Systems and Network Engineer - reporting to Operations Manager.

The roles and responsibilities of this position will be described separately in

the attached Position Description.

5 Term

This is a Full time position.

Probationary Period

Six Month Probationary Period will apply to this role. During this

time you will receive advice, training and guidance to help you

become familiar with, and competent, in performing the work you

have been appointed to do. The appointment is subject to the

satisfactory completion of the Probationary Period which itself is

subject to termination during any stage, by either party, upon one

days notice in writing, or by payment in lieu of notice.

6 RemunerationYour salary is at a rate of $50000 plus superannuation per annum.

7 Terms of Employment

The terms of employment contract are detailed in the attached Terms of

Employment Schedule.

The Terms of Employment Schedule should be read in conjunction with NES,Professional Employees Award 2010, Fair Work Act 2009 and F1 Solutions

Staff Manual.

8 Agreement

No rights or obligations other than those expressly recited therein and the

attached Terms of Employment Schedule are to be implied from this

Agreement. No license or other right is hereby granted directly or indirectly

to the Staff Member hereunder to use in any way, any patent, copyright or

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other proprietary right now held by, or which may be obtained by, or which is

or may be licensed by, F1 Solutions Pty Ltd.

This Agreement will be governed by the laws of the Australian Capital

Territory.

This Agreement sets forth the entire agreement and understanding between

the parties as to the subject matter hereto and supersedes all previous

agreements, between the parties, whether expressed, implied, written or

oral. This Agreement can only be modified by a written agreement duly

signed by persons authorised to sign agreements on behalf of each party.

9 Welcome and Acceptance

Matthew Sutton, we would like to take this opportunity to welcome you to F1

Solutions Pty Ltd and wish you a long and rewarding career with us.

Yours sincerely,

Kelly BrowneOperations Manager

I, Matthew Sutton accept the terms and conditions of this contract including

the attached Terms of Employment Schedule.

_____________________________

Signed by Staff Member

______________________________

Date

______________________________

Witnessed by (Name)

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Terms of Employment Schedule

This schedule forms part of your Contract of Employment and by signing the

acknowledgement on page 7 of the Contract of Employment you agree to

adhere to the terms and conditions set out in both the Contract of Employment

and Terms of Employment Schedule.

1 Payment of Salaries

Salary is paid monthly on the sixth of the month (or the first working day

thereafter) by electronic funds transfer. Payment will be made in arrears forthe previous calendar month.

2 Superannuation

Superannuation payments will be made on your behalf in accordance with

the Superannuation Guarantee into a Superannuation fund of your choice. If

you do not choose a fund, your contributions will be placed into the default

fund, Australian Super.

You have the choice of increasing the superannuation contribution on the

basis of salary sacrifice at your request up to the maximum allowed under the

Commissioners guidelines.

3 Salary Review

Your remuneration package together with your performance will be reviewed

annually on or about the last week in June of each year.

4 Expenses

F1 Solutions Pty Ltd will reimburse all reasonable, pre-approved expenses

incurred by you in the course of performing your duties with F1 Solutions Pty

Ltd on the production of legitimate tax receipts, vouchers or proof of

payment as per the Company Expense Policy, which may be varied from time

to time.

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5 Leave Entitlements

Annual Leave

You are entitled to 20 days (4 weeks) annual leave per year of service.

Leave is available to be taken only after 3 months and should be taken

within one year of falling due. Annual leave loading is not applicable

under this agreement as your remuneration is above the minimum award

wage as per the Professional Employees Award 2010 and therefore more

than compensates any applicable leave loading based on the minimum

award wage.

Four weeks notice is required to request annual leave approval. Request

for leave is applied by completing a Leave Request Form

Personal leave

You are entitled to 10 days paid personal/carers leave for each year of

service. Personal leave accrues on a pro-rata basis and will accumulate

from year to year.

You are entitled to additional unpaid carers leave of up to two days per

occasion if an immediate family or household member requires care or

support because of a personal illness or injury or an unexpectedemergency.

Compassionate Leave

You are entitled to a period of 2 days paid compassionate leave for each

occasion where a family member has died or you need to spend time with

a seriously ill family member. Each application will be assessed

individually by your Manager.

Long Service Leave

You will be entitled to long service leave in line with the provision of the

legislation in the Australian Capital Territory.

Parental Leave

You may be entitled to parental leave in line with the provisions of the

Fair Work Act 2009 and NES.

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6 Termination of Employment

F1 Solutions Pty Ltd will give notice of termination of employment in line with

the Professional Employees Award 2010, or pay in lieu of notice, unless

dismissal due to inappropriate behaviour. (See Company Staff Manual fordetails).

F1 Solutions requires 4 weeks notice if you intend to terminate your

employment.

The company may terminate your employment at any time without notice if:

you are guilty of serious misconduct (defined as breach of any

employment related law or policies published by the company from time

to time)

you are in material breach of a provision of this contract, including

confidentiality undertakings

A court finds you guilty of a criminal offence

bankruptcy

If you are over 45 with more than two years continuous service, you will

receive an additional weeks notice (or payment in lieu).

Following termination of your employment you will be required to return all

company property. Also following termination of your employment you must

not record confidential information in any form.

Staff intending to resign will need to email a copy of their resignation letter(signed, dated and finishing date provided) to [email protected].

The resigning staff member should also discuss their resignation with their

Manager or the Director.

7 Hours of Work

Normal office hours are from 8.30am to 5.30pm, Monday to Friday. A lunch

break of 1 hour may be taken at a convenient time each day. Variations in

your starting and finishing times may be required from time to time to meet

F1 Solutions Pty Ltds business needs. The working week consists of 40 Hours

for full time employees.

8 Privacy

You are required to observe and uphold all of the Companys privacy policies

and procedures as implemented or varied from time to time.

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Collection, storage, access to and dissemination of employee personal

information will be in accordance with the principles of the Privacy

Amendment (Private Sector) Act 2000.

9 Training and Development Program

F1 Solutions Pty Ltd is willing to pay the costs associated with you

undertaking training courses relevant to your duties or such other relevant

courses considered appropriate by F1 Solutions Pty Ltd, subject to the

following:

The cost to be paid by F1 Solutions Pty Ltd shall be enrolment fees and,

where F1 Solutions Pty Ltd considers appropriate accommodation,

transport and meals, incurred as a consequence of you attending atraining course.

Training costs may initially be paid by you and reimbursed by F1 Solutions

Pty Ltd or F1 Solutions Pty Ltd may make an advance to you in relation to

costs likely to be incurred. Tax invoices for all the claimable expenses

incurred will be required to be submitted when submitting an expense

claim reimbursement.

You will be issued with a statement after completing such a training

course, such statement is to include the date of the course and the costs

incurred by F1 Solutions Pty Ltd in relation to the course.

Should F1 Solutions Pty Ltd terminate your employment or you elect to

terminate your employment with F1 Solutions Pty Ltd within 10 months

of having completed the training course or courses, you shall repay to F1

Solutions Pty Ltd any costs reimbursed or advanced to you by F1

Solutions Pty Ltd associated with undertaking such training, such

repayment to be calculated on a pro-rata basis equating to the

proportion of the amount of service since completing the training course

or courses to 6 months.

You shall not be liable to repay any costs incurred by F1 Solutions Pty Ltd

in relation to a training course you attended if you advised F1 Solutions

Pty Ltd in writing prior to attending that training course that you did not

wish such attendance to be governed by these arrangements.

You will be liable to repay any costs incurred by F1 Solutions Pty Ltd in

relation to a training course you attended if you choose to terminate

your employment for whatever reason, except at the conclusion of a

limited and previously specified period of employment.

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10 Company Policies

F1 Solutions Pty Ltd has in place a number of company policies and

procedures. You are required to comply with company policy. A failure to

comply with these policies may result in disciplinary action being takenagainst you.

These policies are found in the F1 Staff Handbook which is located on the

intranet http://f1intranet/

11 Copyright and Intellectual Property

The Staff Member agrees that all rights to copyright and intellectual property

are vested in F1 Solutions Pty Ltd for all work, materials, courseware,

concepts, computer programs, inventions, processes, methods, products,

patents, models, samples, tools, technical information or other related

business information written, oral, electronic or otherwise, completed, part

completed, discussed or otherwise specified by the staff member as part of,

or incidental to, employment with F1 Solutions Pty Ltd.

The Staff Member shall be deemed to be engaged for providing work as an

employee of F1 Solutions Pty Ltd on agreement, verbal, written or otherwise

for the undertaking of work, provision of materials, concepts, computer

programs, inventions, processes, methods, products, patents, models,

samples, tools, technical information or other related business informationfor which F1 Solutions Pty Ltd has provided instructions either verbally, in

writing or otherwise.

The Staff Member agrees that this Agreement applies to all work undertaken

by the Staff Member on behalf of F1 Solutions Pty Ltd in the past, howsoever

performed, and to all work to be performed in the future, howsoever

performed.

Upon termination of your employment you agree to deliver to F1 Solutions

Pty Ltd without further demand any information in your possession or control

relating in any way to any confidential information or trade secrets of the

business or affairs of F1 Solutions Pty Ltd.

12 Unapproved Software

The Staff Member agrees that he/she will not load any software on F1

Solutions Pty Ltds computers without the approval of the Director of F1

Solutions Pty Ltd.

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13 Non-Disclosure of Confidential Information

F1 Solutions Pty Ltd has ethical obligations and considers that it is essential to

uphold the highest standards of professional independence. We adopt a

rigorous policy in connection with business activities you may be involved in,or become involved in, and non-disclosure of confidential information

obtained during or connected with employment with F1 Solutions Pty Ltd.

You are required to sign this declaration on joining F1 Solutions Pty Ltd. From

time-to-time you will also be required to sign appropriate non-disclosure

agreements relating to work undertaken with industry partners.

Where the Staff Member is required to receive information in the course of

employment, and the parties agree to use this Agreement to govern all

transactions involving F1 Solutions Pty Ltd's disclosures of such information to

the Staff Member then the parties agree as follows:

The Staff Member acknowledges that in the course of their employment, F1

Solutions Pty Ltd may disclose to the Staff Member certain Confidential

Information about its business. For the purpose of the Agreement,

"Confidential Information" shall include, but not be limited to, information

concerning:

F1 Solutions Pty Ltd's business methods and practices and its personnel,

customers, prospective customers and suppliers;

inventions, processes, methods, products, patent applications and other

proprietary rights, and any specifications, drawings, sketches, models,

samples, tools, computer programs, technical information or other

related confidential, business information or dates, written, oral or

otherwise; and

observations made by the Staff Member during their employment and

attendance at client sites.

The Staff Member acknowledges that F1 Solutions Pty Ltd's Confidential

Information contains valuable trade secrets and is not generally available to

the public.

The Staff Member agrees to maintain the confidentiality of F1 Solutions Pty

Ltd's Confidential Information and to take all steps necessary to protect F1

Solutions Pty Ltd's Confidential Information from disclosure. The Staff

Member also agrees he/she shall not disclose F1 Solutions Pty Ltd's

Confidential Information to any third party.

For the purposes of the Agreement, Confidential Information shall not be

defined to include any information which:

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is or becomes public knowledge through no wrongful act of the Staff

Member;

is approved for release by written authorisation by F1 Solutions Pty Ltd.

The Staff Member shall safeguard F1 Solutions Pty Ltd's ConfidentialInformation and any copies thereof in their possession during this agreement

against unauthorised disclosure and use. The Staff Member shall take all

reasonable steps to ensure that the provisions of this Agreement are not

violated by any person under their control or in their service. All copies of the

Confidential Information in written, graphic or other tangible form, including

all computer programs however stored or filed, shall be returned to F1

Solutions Pty Ltd upon request.

14 Non-Procurement

The Staff Member agrees that upon termination of employment for any

reason whatsoever, for a period of one year he/she will not solicit, procure,

canvass or otherwise retain any business from or seek instructions for the

provision of consultancy services to or for any client of F1 Solutions Pty Ltd in

any locality/area in which F1 Solutions Pty Ltd already provides those services

PROVIDED THAT such client was a client of F1 Solutions Pty Ltd during the

course of or incidental to his/her employment.

15 Outside Work

F1 Solutions Pty Ltd invests heavily in training and development for its staff

and requires that this investment is applied solely for the benefit of F1

Solutions Pty Ltd as an organisation. Your employment is contingent upon

you working only for F1 Solutions Pty Ltd and you agree that you will not

undertake paid work of any kind for any organisation or person other than F1

Solutions Pty Ltd while employed by F1 Solutions Pty Ltd without the written

agreement of F1 Solutions.

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Position Description: Systems and NetworkEngineer

Your main duties, as an individual or member of a team are:

Software development using Microsoft technologies, in particular .Net C#,

VB.Net & ASP.Net.

Supporting existing applications developed in Microsoft technologies C#.Net,

VB.Net, ASP, ASP.Net, SQL Server and others.

Documentation.

Other duties as required.

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