TERM OF AGREEMENT - Cricket Victoria



-176530185420Disclaimer: The following template V2 Coach Agreement is provided as a reference only.This document is provided as a guide for your club as of August 2020. Your club should also consider referencing any information, documents and laws that might be specifically required for your club and relevant to its circumstances, structure and operations. The content of this document is general in nature and should not be relied upon as a substitute for legal advice. Please note that references in [square brackets] throughout this document should be tailored for your club’s circumstances, policies, procedures and operations. It’s likely other changes may be needed.Cricket Victoria recommends using this resource with due consideration and consulting a legal/financial advisor to finalise arrangements between the parties.00Disclaimer: The following template V2 Coach Agreement is provided as a reference only.This document is provided as a guide for your club as of August 2020. Your club should also consider referencing any information, documents and laws that might be specifically required for your club and relevant to its circumstances, structure and operations. The content of this document is general in nature and should not be relied upon as a substitute for legal advice. Please note that references in [square brackets] throughout this document should be tailored for your club’s circumstances, policies, procedures and operations. It’s likely other changes may be needed.Cricket Victoria recommends using this resource with due consideration and consulting a legal/financial advisor to finalise arrangements between the parties.THIS AGREEMENT is made [insert date last signatory signed] BETWEEN[INSERT NAME] CRICKET CLUB INC. of [insert address](‘Club’)AND[INSERT NAME OF COACH] of [insert address](‘Coach’)BACKGROUNDThe Club is an incorporated body which is a member of the [insert details] Cricket Association (‘Association’). The Club enters a number of teams in competitions conducted by the Association and requires the services of a suitably qualified and experienced coach to provide coaching services in respect of the Club's teams.The parties wish to enter into this agreement to formalise the arrangements for the provision of services by the Coach to the Club. IT IS AGREED:TERM OF AGREEMENTNotwithstanding the date this agreement is signed, this agreement is deemed to have commenced on the date set out in REF Item1 \h Item 1 of the schedule and will expire on the date set out in REF Item2 \h Item 2 of the schedule, unless it is terminated earlier by the parties in accordance with clause12 (‘Term’).SERVICES TO BE PERFORMEDSubject always to having and for the Term maintaining a valid Working With Children Check (‘WWCC’) (and providing appropriate evidence of this to the Club) and the Season commencing, the Coach is contracted in the position specified in REF Item3 \h Item 3 of the schedule. To avoid doubt, this agreement does not commence and is void (and no payment or benefit is due to the Coach) if the Coach is unable to supply a WWCC by the Commencement Date and/or the Season does not commence. [Consider if parties are comfortable with no Fee being paid if Season doesn’t commence (pre-season?). If not, omit highlighted wording twice appearing in this clause]The Coach is contracted to provide the services to the Club as set out in REF Item4 \h Item 4 of the schedule (‘Services’). The Club may, after consultation with the Coach vary the responsibilities and duties to suit its needs but not so as to change substantially the nature of them.The Coach will be required to provide the Services at times necessary to fulfil the requirements of REF Item4 \h Item 4 of the schedule. The nature of the position is such that the hours for provision of contracted Services may vary.The Coach shall report to the person(s) specified in REF Item5 \h Item 5 of the schedule.PAYMENT FOR SERVICESSubject to this agreement and, in particular, clauses 11 and 12, the Club will pay the Coach the amount/s specified in REF Item6 \h Item 6 of the schedule for the performance of the Services (‘Fee’), or part thereof, following the occurrence of the milestone event/s or provision of the Services as specified in item 6 of the schedule. The Fee (or part thereof) will be paid as specified in Item 6 of the schedule by direct deposit into the Coach’s bank account. If needed, the Coach must provide relevant banking details to the Club.The Club will also provide the Coach with the benefits (if any) specified in Item 7 of the schedule. Each amount or benefit, of whatever description, including without limitation the Fee payable under clause REF _Ref41651734 \r \h 3.1, specified as payable by the Club to the Coach under this agreement is expressed net of GST. In addition to the amount payable, the Club will pay to the Coach on demand the GST payable by the Coach in respect of that amount, subject to the production of a valid tax invoice.INDEPENDENT CONTRACTORIt is agreed that the Coach enters into this agreement as an independent contractor to the Club. The parties agree that nothing in this agreement creates a relationship between them of employer/employee, principal/agent, a joint venture or a partnership. [Obtain clear legal advice on the Coach’s status (and use of this template) having regard to all the circumstances.]The Coach shall not by virtue of this agreement be, or for any purpose be deemed to be, an employee or agent of the Club and the Club is not responsible in any way for:payment of any taxes, levies, superannuation, workers’ compensation contributions, group tax, payroll tax and other imposts imposed by law;the deduction of any income tax; orthe provision of annual leave or personal leave or any other leave or entitlements consequent upon the relationship of employment,payable to, or in relation to, the Coach or the provision of the Services.The Coach will be responsible for:the payment of the Coach’s taxation in respect of any amount the Coach receives under this agreement;the payment of any fines, penalties and associated administrative costs for failure to comply with any statute or regulation;the payment of any insurances the Coach considers appropriate related to the provision of the Services, such as property, professional indemnity, personal accident, medical insurance or worker’s compensation insurance. [Amend if the Club has agreed to pay the Coach’s insurance costs.] If, notwithstanding clause REF _Ref43137486 \r \h \* MERGEFORMAT 4.2 of this agreement, the Coach is deemed to be an employee of the Club at common law or under any statute (including in relation to superannuation), all payments required to be made will first be deducted from the Fee due and payable under clause REF _Ref41651734 \r \h \* MERGEFORMAT 3.1 and thereafter the Coach shall indemnify the Club for any additional tax, superannuation, levy or other impost whatever (including interest, penalties or fines) that may be payable (including as a result of any non-payment or late payment) in any way related to the provision of the Coach’s Services under this agreement.The Coach may not incur expenses on behalf of the Club nor pledge the credit of the Club, except to the extent that the Coach has written authorisation from the Club to apply expenditure to a specified level for specified activities.GENERAL OBLIGATIONS OF COACHIn providing the Services, the Coach will:conduct themself with propriety and decorum and refrain from any conduct which may prejudice or lessen the value of their services as a coach for the Club;abide by the constitution, rules and by-laws of the Club and the Association, as applicable;exhibit high standards of work performance and conduct including high standards of personal behaviour;use best endeavours to maintain all formal or other requirements appropriate to the position of advanced coach and in particular use best endeavours to effect and maintain membership of, or accreditation with, the appropriate professional association;encourage public recognition and support for the Club;in respect of any Club player, not advocate, prescribe, recommend, support, administer or participate in the use of drugs, stimulants, or doping practices prohibited by the Club, Cricket Victoria or Cricket Australia;conduct themselves in a competent, professional and timely manner, consistent with the best interests of the Club and in compliance with all applicable laws and regulations;comply with all lawful and reasonable orders and directions given by the Club committee of management; andadvise the Club immediately in writing of any circumstance which does or may result in a breach of this agreement by the Coach, including any variation to or failure to maintain a valid WWCC.HEALTH & SAFETYThe Coach acknowledges that the Coach has obligations under Occupational Health & Safety Act 2004 (Vic), including the obligation to ensure so far as is practicable that persons are not exposed to risks to their health or safety arising from the performance of the Services.CONFIDENTIALITYThe Coach agrees that the Coach will not at any time, whether during the Term of this agreement or after its termination, disclose to any person any confidential information obtained during or incidental to the performance of the Services under this agreement.In addition, the Coach must keep the contents of this agreement confidential to themself during the Term of this agreement and after its termination, except for the purposes of obtaining legal and financial advice or as otherwise required by law.Unless otherwise agreed in writing, all confidential records, documents and other papers or computer files together with any copies or extracts thereof, made or acquired by the Coach in or incidental to the performance of the Services under this agreement shall be the property of the Club and must be returned to Club upon termination of this agreement.PROPRIETARY RIGHTSThe Coach agrees that any program, strategy or system developed in relation to the Services, including but not limited to documents containing training regimes and planned routines, shall be the sole and exclusive property of the Club.OTHER CONTRACTS AND ARRANGEMENTSThe Club accepts that the Coach is or may have other contracts and arrangements. However, the Coach must ensure that the Coach is able to perform the Services under this agreement, and for that reason the Coach agrees that the Club may require them to disclose to it any other arrangements or agreements the Coach has entered in or intends to enter in.MARKETING & SPONSORSHIPFor the purposes of sponsorship, promotional, and public relations activities of the Club and/or any sponsor of the Club, the Coach shall attend at and participate in such events as may reasonably be directed by the Club. The Club shall give the Coach reasonable notice of the events which the Coach must attend.The Coach shall at all times when attending training, competition and official functions in the capacity of Coach wear only such clothing as approved and directed by the Club. The Coach must not display any badge, mark, logo or trading name on any clothing worn during the Term in accordance with this agreement, other than the badges, marks, logos and trading names of Club and/or any sponsors of the Club without the express written consent of the Club. The Coach authorises the use by the Club of the Coach’s name, fame, image, signature, voice, visual portrayal and reputation in the context of the sport and associated Club activities (without compensation) for the purposes of advertising, promoting and marketing the Club in such reasonable manner as the Club sees fit and the Club shall further be entitled to sub-licence the rights granted in this clause to any and all sponsors of the Club for use by them in a reasonable manner. This clause operates world-wide and in perpetuity and survives expiry of this agreement.Without in any way limiting clause REF _Ref41651770 \r \h 10.3, the Club may for the purposes of sponsorship, advertising, promotion and marketing:use any portrait photographs of the team which includes the Coach and, consistent with the intent of this clause, the Coach shall participate in such portrait photographs;use any photographs, video, film or other media containing images of the Coach engaged in training, competition or associated Club activities.EVENTS OUTSIDE CLUB’S REASONABLE CONTROLAn obligation of the Club, including an obligation to pay any amount under this agreement except to the extent already accrued and payable, is suspended during the time, and to the extent, that the Club is prevented from or delayed in complying with the relevant obligation as a result of any event or cause beyond the Club’s reasonable control. If the Club is affected by such event or cause, the Club will promptly give the Coach full particulars of the event or cause in writing and promptly take action to enable it to perform the obligations prevented or delayed. To avoid doubt, this clause is not triggered in respect of cancellation of any individual match day (or part thereof) under any applicable extreme or wet weather policy or rule.The Club shall not be liable to the Coach for any loss or damage incurred by the Coach as a result of the Club failing to observe the terms and conditions of this agreement on its part to be observed and performed where such failure is occasioned by any such event or cause beyond the Club’s reasonable control. To avoid doubt, no Fee or other benefits specified in Item 7 of the schedule accrues or is payable or to be provided to the Coach for any period during which the notified event or cause operates, unless otherwise determined by the Club in its sole discretion. [Note: clause 11 assumes the Coach is an independent contractor.]TERMINATIONEither party may terminate this agreement by giving the other party not less than 30 days’ notice in writing. Unless otherwise agreed, the Coach shall be required to continue performing the Services during the notice period.In addition, the Club may immediately terminate this agreement if the Coach:is substantially failing to comply with the terms of this agreement and has failed to remedy such breach after at least one week’s written notice by the Club to do so; oris substantially failing to comply with the terms of this agreement and such breach is not capable in the Club’s opinion of being remedied; or has, in the opinion of the Club, brought the Club or any individuals employed or retained by or associated with the Club into disrepute;has become bankrupt; no longer holds a valid WWCC; orhas been convicted of an indictable offence.In addition to the Club’s right to suspend this agreement under clause 11, the Club may terminate this agreement immediately without penalty if the agreement has commenced but the Season or competition is materially reduced or concluded unexpectedly due to circumstances beyond the Club’s control. In such circumstances, the calculation of any part of the Fee payable to the Coach under clause 3 is as specified in Item 6 of the schedule.Upon termination of this agreement, the Coach shall return to the Club all property belonging to the Club including, without limitation, documents, computer files, equipment and other materials in relation to the Services, along with any related passwords. The Coach agrees that upon this agreement terminating, the Club may deduct from any monies payable to the Coach, any monies outstanding to the Club by the Coach, or the value of any property held by the Coach (as reasonably determined by the Club) which is not returned.POLICIES, RULES, REGULATIONS AND PROCEDURESThe Club and Association have and will continue to develop a number of policies, rules, regulations and procedures relating to a range of matters applicable to the Coach and the provision of the Services. All policies, rules, regulations and procedures of the Club and (in so far as they are applicable) the Association are deemed to be part of this agreement. The Club or the Association may change these policies, rules, regulations and procedures to meet with the operational needs of their respective businesses. Copies of such policies, rules, regulations and procedures are available for inspection by the Coach on the websites of the Club and Association respectively and otherwise upon request to the Secretary of the Club.Nothing in this agreement prevents the Coach from being suspended or stood down from any and all obligations under this agreement (with or without payment or benefits under clause REF _Ref45790571 \r \h 3 in the Club’s sole discretion) while the Club investigates and/or determines any actual, alleged or reasonably suspected breach of any such policy, rule, regulation or procedure or this agreement.DISPUTE RESOLUTIONIf a dispute arises out of or in relation to this agreement, the parties will confer in good faith with a view to resolving the matter in accordance with the following procedure:should any matter occur which gives cause for concern to the Coach, the Coach will raise such matter with the Chair of the Club Committee of Management;should any matter occur which gives cause for concern to the Club Committee of Management, its delegate(s) will raise such matter with the Coach;if the matter is not settled, it must be discussed between the Coach and a delegate of the Club Committee of Management in the presence of an agreed mediator (or failing agreement, by a mediator appointed by the President for the time being of the Australian and New Zealand Sports Law Association Inc or successor body);if the matter is still not settled, the formal dispute resolution as documented within the Club’s Statement of Purposes and Rules will be followed.The parties agree to attempt to resolve any dispute in accordance with the procedure set out in clause REF _Ref41651813 \r \h 14.1, prior to taking any further action or commencing any proceedings in a Court of law. To avoid doubt, this dispute resolution process does not apply to sport-related matters which are dealt with under the Competition rules.APPLICABLE LAWThis agreement shall be governed by and construed according to the laws of Victoria in Australia and the Coach and the Club agree to submit to the jurisdiction of the Courts of PLETE AGREEMENT/VARIATIONIn addition to Club policies and procedures and the Schedule attached, this agreement records the Club’s complete agreement with the Coach in relation to the provision of the Services. It replaces all previous written or oral agreements or understandings, including any previous agreement for the current (or, where relevant, forthcoming) Season. If the Club agrees to vary any term of this agreement, it must be recorded in writing and signed by both parties before it is valid.NO ASSIGNMENTThe Club contracts the Coach to perform the Services in this agreement, and the Coach may not assign or sub-contract the Services (in whole or in part) to any other person or organisation, except where it is expressly agreed in writing between the parties.INDEMNITYThe Coach agrees to indemnify the Club, its directors, officers, employees and agents (for the purposes of this clause referred to as the Club) against loss, damage or expense incurred by the Club as a result of the performance of the Services under this agreement or breach of this agreement by the Coach.PRINCIPLES OF CONDUCTThe parties agree to consult with each other in good faith in relation to the subject matter of this agreement, including but not limited to any need or proposal to vary arrangements if the Season or relevant competition doesn’t proceed as anticipated or in the usual manner due to circumstances beyond the Club’s control.EXECUTIONEXECUTED by [INSERT NAME] CRICKET CLUB INC. by being signed by:)))))))Signature of PresidentSignature of Secretary/TreasurerName of President (please print)Name of Secretary/Treasurer (please print)SIGNED by [INSERT NAME OF COACH] in the presence of:)))))))Witness SignatureSignatureWitness Name (please print)SCHEDULEItem 1Term – Commencement Date (cl 1)[Insert date of commencement] [Consider carefully having regard to proposed Season dates]Item 2Term – Expiration Date (cl 1)[Insert date of expiration]Item 3Services – Position (cl 2.1)[Insert Club coaching position, including Club / grade / team (men’s / women’s) role title as appropriate]Item 4Services (cl 2.2)The Coach is to provide the following Services to the Club during the Term: [Insert description of duties and responsibilities]Note: The Coach must at all times have, maintain and provide evidence of a valid WWCC as per clause REF _Ref45190274 \r \h 2.Item 5Services – Report (cl 2.4)The Coach shall report to the Club Committee of Management. The majority of day-to-day communications will be with the [insert position of the Club Committee of Management].Item 6Payment for Services (cl 3.1)Fee: *Subject always to this agreement, up to a maximum $[insert total Fee] is payable for completion of a full, regular season, being comprised (and subject to reduction if a full, regular season does not occur) as follows:An amount of $[insert amount] on the commencement of the Season; [consider for any pre-Season?]plusIf [insert range eg. 1-5] competition match days are played by the [insert Club/grade/team] in the Season (excluding finals) – a further$ [Insert amount];plusIf a further [insert range] competition match days are played by the [insert Club/grade/team] in the Season (excluding finals), a further $[Insert amount];plusIf a further [insert range] competition match days are played by the [insert Club/grade/team] in the Season (excluding finals), a further $[Insert amount];plusIf any competition finals match days are played by the [insert Club/grade/team] in the Season (other than the grand final), a further $[Insert amount];plusIf the [insert Club/grade/team] plays the grand final match days of the Season, a further $[Insert amount].[Possible formulation by which the Club determines ranges and number of cumulative payment milestones, as it sees fit, having regard to the usual number of match days in a Season, which should be confirmed to avoid doubt.]-OR-*Subject always to this agreement, a Fee comprised of:An amount of $[insert amount] on the commencement of the Season; plusFor each competition match day played by the [insert Club/grade/team] in the Season (excluding finals) – a further amount of $[Insert amount];plusFor each competition finals match day played by the [insert Club/grade/team] in the Season – a further amount of $[Insert amount].[Simpler formulation by which the Club specifies an amount essentially applicable to Services provided in pre-Season, plus an amount per match day (and then finals match days) played thereafter.][*Delete inapplicable option above][For any payment option determined, consider any change to above wording if the Coach is appointed to one particular team, grade or competition or multiple – avoid any unintended duplication of payments.][Note cl 2.1 condition precedent - proposition is that the agreement is void (no payment due except as an ex gratia payment in the Club’s discretion) if the Season doesn’t commence – vary if pre-season to be accounted for and ensure consistency with payment milestones above.]Subject to the stated payment event having occurred or the prior provision of Services in respect of relevant match days by the Coach as specified in this item 6 of the schedule, the Fee (or part thereof) specified in this item 6 of the schedule will be paid within fourteen (14) days of Club receiving a valid tax invoice from the Coach, detailing the Coach’s Australian Business Number (ABN), date of invoice, day(s) of Service(s), a brief description of the Service(s) provided, and (where applicable) the rate or part of the Service(s) provided. The total of the tax invoice will be deemed to be inclusive of GST and will state ‘Total includes GST’ unless otherwise specified.Item 7Benefits for Services (cl 3.3)Other Benefits:The Coach shall also be provided with the following benefits:[insert if other benefits (if any)] ................
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