DEED OF RELEASE

BETWEEN

DecoGlaze Pty Ltd

ACN 163 477 736

AND

Julie Frost

DATED: February 2017

THIS DEED is made on February 2017 between the following parties:
1. DecoGlaze Pty Ltd (ACN 163 477 736) of Unit 1/30 Artisan Road, Seven Hills,
NSW, 2147 (“the Company”); and
2. Julie Frost of 908/4 Footbridge Blvd, Wentworth Point, NSW, 2127 (“the
Employee”);

1 RECITALS
A. The Employee commenced employment with the Company on 6 July 2016.
B. The Employee has been employed in a number of positions with the Company,
most recently in the position of Finance and HR Manager.
C. On taking up the position of Finance and HR Manager, the Employee entered into
a Standard Salary Employment Schedule and Agreement with the Company dated
11 November 2016 (“the Contract”).
D. The Employee’s employment was terminated by the Company on [DATE]
February 2017 by reason of redundancy.
E. The Company has paid to the Employee the Employee’s outstanding accrued
statutory entitlements together with four weeks’ salary in lieu of notice.
F. Certain issues of dispute have arisen between the parties.
G. Without any admission of liability by the Company, the parties have reached full
and final settlement of all existing Claims, and matters that may arise in the
future, concerning the Employee’s recruitment, the Employee’s employment with
the Company and the cessation of that employment, in accordance with the terms
of this Deed.
This Deed witnesses that in consideration of, among other things, the mutual promises
contained in this Deed, the parties agree:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions
(a) Claims includes, but are not limited to, all actions, suits,
applications, arbitrations, causes of action, complaints, costs,
damages, debts due, demands, determinations, enquiries, judgments,
liabilities, proceedings, sums of money and verdicts (with the
exception of workers’ compensation claims), which arise from or are
incidental to:
(i) the Employment;
 (ii) any contract of employment or contract for services between
the Employee and the Company or the Group;
(iii) any conditions or collateral arrangements relating to that
contract of employment or contract for services;
(iv) the formation or termination of the Employment or the contract
of employment or contract for services;
(v) the events surrounding the formation or termination of the
Employment or contract of employment or contract for
services; or
(vi) any act or omission of any of the parties during the course of
that contract of employment or contract for services;
Claims may arise at law, in equity, under a statute, under an award,
enterprise agreement or under any other instrument made or
approved under any law.
Claims may be present, unascertained, immediate, future or
contingent. It is not necessary that the facts or law giving rise to the
claims are presently within the knowledge of the Parties.
Claims do not include claims which relate to the enforcement of this
Deed.
(b) Company means DecoGlaze Pty Ltd (ACN 163 477 736).
(c) Company Property means all property owned or leased by the
Company or the Group including, without limitation, and whether in
electronic form or not, all Documents, computer equipment,
software, computer disks, mobile phones, motor vehicles, keys,
access cards, cheque books or corporate credit cards.
(d) Confidential Information includes:
(i) any information or Documents of or relating to the Group, its
customers, its clients, its business, its products, its operations
or its personnel which is not properly available to the general
public including without limitation:
(A) research and development information; marketing and
sales information and strategies; business and
financial information; investment plans; statistics;
pricing information; supplier information; lists of
customers; the terms of contracts, arrangements and
transactions between the Company and other parties;
and
 (B) customer, staff and other training manuals; product
manuals; minutes of meetings; management records;
programming information; and
(C) know how; methods; processes; techniques; designs;
intellectual property; and
(ii) the trade secrets of the Company.
Confidential Information will be deemed not to be properly available
to the general public if it has been published or otherwise becomes
known to the general public, as a result of direct or indirect
disclosure by an act of the Employee not authorised by the
Company.
(e) Documents include, but are not limited to, books, files, file notes,
reports, manuals, diagrams, graphs, charts, drawings, specifications,
estimates, records, memoranda, formulae, accounts, emails,
correspondence, letters, diaries and papers of every description, and
all copies and reproductions of and extracts of the same, whether
stored by electronic or other means.
(f) Employee means Julie Frost.
(g) Employment means the employment of the Employee by the
Company at any time prior to the execution of this Deed including
negotiations with the Company or any other person relating to the
terms and conditions on which that employment would take place,
and includes any work performed by the Employee for the Company
pursuant to a contract of service or a contract for services.
(h) Group means the Company and Related Bodies Corporate of the
Company, and all directors, officers and employees and former
directors, officers and employees of the Company and Related
Bodies Corporate of the Company, jointly and severally.
(i) Moral Rights has the same meaning as defined in the Copyright Act
1968 (Commonwealth).
(j) Parties means the Company (DecoGlaze Pty Ltd, ACN 163 477
736) and the Employee (Julie Frost);
(k) Payment means the amount set out in Schedule 1
(l) Related Body Corporate has the meaning given to it in the
Corporations Act 2001 (Commonwealth).
(m) Termination means all the circumstances relating to or connected
with the termination of the Employment of the Employee, including
 negotiations relating to the terms and conditions upon which that
event would occur.

1.2 Interpretation
In this Deed, unless the context otherwise requires:
(a) headings are for convenience only and do not affect the interpretation of
the Deed;
(b) words importing the singular include the plural and vice versa;
(c) words importing a gender include any gender;
(d) other parts of speech and grammatical forms of a word or phrase
defined in this Deed have a corresponding meaning;
(e) an expression importing a natural person includes any company,
partnership, firm, joint venture, unincorporated association, trust,
governmental authority, corporation or other body corporate and vice
versa;
(f) reference to a person includes a reference to the person’s executors,
liquidators, administrators, trustees in bankruptcy, heirs, successors and
permitted transferees and assigns;
(g) a reference to any thing (including, but not limited to, any right)
includes a part of that thing but nothing in this clause 1.2(g) implies that
performance of part of an obligation constitutes performance of the
obligation;
(h) a reference to a statute, regulation, proclamation, ordinance or by-law
includes all statutes, regulations, proclamations, ordinances or by-laws
varying, consolidating or replacing it and a reference to a statute
includes all regulations proclamations, ordinances and by-laws issued
under that statute;
(i) a reference to this Deed or other document or agreement includes all
amendments or supplements to, or replacements or novations of, that
document or agreement;
(j) the Claims which are the subject of release and indemnity in this Deed
include all Claims by or against the parties to this Deed or any one of
them;
(k) an obligation includes a warranty or representation and a reference to a
failure to observe or perform an obligation includes a breach of
warranty or representation;
 (l) a reference to a clause, a schedule or annexure refers to a clause,
schedule or annexure of this Deed and references to this Deed shall
include its schedules and any annexures.

2 PAYMENT

2.1 The Company agrees to provide to the Employee the payments set out in
Schedule 1 to the Deed on receipt of:
(a) a counterpart of this Deed executed by the Employee and properly
witnessed; and
(b) all Company Property in the Employee’s possession and Documents as
described in clause 10.
2.2 The Payment referred to in Schedule 1 will be provided to the Employee by way
of direct deposit into the Employee’s bank account within seven days of the
receipt of the items listed above.

3 NO ADMISSION

The parties agree that the making of the payment and the provision of the
benefits described in clause 2 above is not an admission of liability or obligation
by the Company otherwise than under this Deed.

4 RELEASE AND INDEMNITY

4.1 The Employee hereby agrees:

(a) to release and does unconditionally release the Group from all Claims
the Employee has or may have, or but for this Deed may have had,
against the Group, or any of them jointly or severally;
(b) not to make, or institute any Claims, the Employee has or may have, or
but for this Deed may have had, against the Group, or any of them
jointly or severally; and
(c) to indemnify and keep indemnified the Group in relation to any loss or
damage suffered by it as a result of any Claims, the Employee has or
may have, or but for this Deed may have had, against the Group, or any
of them jointly or severally.

5 FULL AND FINAL SETTLEMENT

5.1 The Employee acknowledges and agrees that the payments and benefits referred
to in this Deed are in full and final satisfaction of and discharge:
(a) all the Group’s obligations to the Employee in respect of the
Employment and Termination;
 (b) any entitlements or claims the Employee may have to salary, notice of
termination or payment in lieu of notice, severance or redundancy pay,
superannuation, annual holidays, long service leave, bonus payments,
performance or incentive payments, commissions, fees, drawings,
expenses, shares, share options, dividends, any other remuneration or
employment benefit; and
(c) all other contractual, legal and statutory entitlements (including without
limitation, under any Award or Enterprise Agreement) arising out of or
in connection with the Employment or the Termination with the
exception of any workers’ compensation claims arising out of the
Employment or the Termination.

6 CONFIDENTIAL TERMS

6.1 The Parties to this Deed must not disclose, and covenant to take all reasonable
steps to prevent disclosure of:
(a) the terms or substance of this Deed including, but not limited to, the
amount and basis of computation of any termination payments;
(b) any matter relating to the terms or substance of this Deed; and
(c) the circumstances surrounding the entering into of this Deed and any
offers of settlement made;
to any person or persons whether directly or indirectly except:
(d) as required by law;
(e) for the purpose of enforcing this Deed or any of the terms of it;
(f) to the Parties’ legal or financial advisors, to whom it will be made clear
that the terms of this Deed are confidential;
(g) to the Australian Taxation Office;
(h) to those employees and officers of the Company and the Group to
whom it is necessary and proper for that information to be disclosed;
and/or
(i) with the prior written consent of the other Party.

7 NON-DISPARAGEMENT

7.1 The Employee agrees that the Employee will not, and will not cause, permit,
induce or encourage any other person to, disparage or otherwise make any
statement or publication that may or may be likely to injure the commercial
reputation of the Group or its products to any person or persons, except as
required by law.
7.2 The Company agrees that it will not disparage or otherwise make any statement
or publication that may or may be likely to injure the reputation of the Employee
or harm the Employee’s interests, except as required by law, and provided that
the Company will not be liable to the Employee in any way in the event that any
employee or agent of the Company makes any such statements without the
knowledge or authority of the Company.

8 CONFIDENTIAL INFORMATION

8.1 The Employee covenants with the Company that the Employee will at all times
after the date of this Deed, except as may be required by law, or with the prior
written consent the Company:
(a) maintain the secrecy and confidentiality of the Confidential
Information;
(b) refrain from divulging or disclosing the Confidential Information to any
person;
(c) refrain from using the Confidential Information for the Employee’s own
or another’s benefit;
(d) refrain from using or attempting to use Confidential Information in any
manner that will or may cause or be calculated to cause injury or loss to
the Group or its clients;
(e) refrain from copying, transmitting, retaining and removing any
Confidential Information, or attempting to do the same; and
(f) use the Employee’s best endeavours to prevent the disclosure of any of
the Confidential Information by third parties.
8.2 The restrictions in this clause 8 shall be regarded as separate, distinct and
severable so that the unenforceability of any restrictions shall in no way effect
the enforceability of any other restriction.
8.3 The Employee’s covenants in this clause 8 do not in any way limit the
continuing obligations of the Employee arising from the Employment with
respect to the Confidential Information of the Group.
8.4 The Employee acknowledges that:
(a) the Employee is in possession of Confidential Information;
(b) disclosure of such Confidential Information may diminish the value of
the Confidential Information and could materially harm the Group;
(c) the restrictions in this clause 8 are reasonable in all the circumstances
and necessary to protect the goodwill of the Group;
 (d) the remedy of damages may be inadequate to protect the interests of the
Group and the Company is entitled to seek and obtain injunctive relief,
or any other relief; and
(e) the obligations in this clause 8 are in addition to and not in substitution
for any other obligations the Employee may have to the Company
relating to the Confidential Information.

9 INTELLECTUAL PROPERTY RIGHTS

9.1 The Employee acknowledges that:

(a) all right, title and interest in any intellectual property (including
copyright, patent and design rights) to which the Employee has made a
contribution while an employee of the Company, in the Employee’s
capacity as such, will be the property of the Company; and
(b) if, for any reason, any such contribution results in any right, title or
interest vesting in the Employee, the Employee must unconditionally
and irrevocably assign all of the Employee’s rights, title and interest to
the Company and do all things necessary for this to occur.
9.2 The Employee confirms that the Employee is aware of the Employee’s Moral
Rights and consents to all uses, including adaptations by the Employer, without
attribution to the Employee, of any copyright works which the Employee
produced or contributed to during the Employment.
9.3 The Employee agrees to provide information and assistance (including the
provision to the Company of any relevant passwords) at the reasonable request
of the Company for the purpose of enabling the Company to access and use all
computer files, created or worked on by the Employee during the Employment.

10 RETURN OF COMPANY PROPERTY

10.1 The Employee agrees to return all Company Property in the Employee’s
possession, custody or control to the Company at the time of providing the
Company with an executed copy of this Deed.
10.2 The Employee agrees to immediately return to the Company any Company
Property which may come into the Employee’s possession in the future.
10.3 The Employee agrees to return to the Company, at the time of providing the
Company with an executed copy of this Deed, all Documents in the Employee’s
possession, custody or control, from whatever source, that relate to any
Confidential Information, or which are derived from Confidential Information.
10.4 The Employee agrees to immediately return to the Company any Documents
from whatever source, that relate to Confidential Information, or which are
 derived from Confidential Information, which may come into the Employee’s
possession in the future.
10.5 The Employee warrants that the Employee will not retain any Company
Property or Documents which relate to any Confidential Information, or any
Documents which are derived from Confidential Information.

11 WARRANTY

11.1 The Employee warrants that:

(a) the Employee has voluntarily entered into this Deed without any duress
from the Company;
(b) before signing this Deed, the Employee was given opportunity to seek
independent legal or other advice as to the terms of this Deed and has
had full opportunity to consult the Employee’s legal advisors
concerning the nature, effect and extent of this Deed;
(c) before signing this Deed, the Employee was given a reasonable
opportunity to consider the Employee’s position;
(d) before signing this Deed, the Employee understood the effect of this
Deed on the Employee’s entitlement to make any claim against the
Company or the Group concerning the Employee’s Employment or its
Termination;
(e) other than as set out in this Deed, the Company has not made any
promises, representations or inducements to the Employee to enter into
this Deed;
(f) the terms of this agreement are, in all the circumstances, fair and
reasonable.
(g) the Employee has not commenced any proceedings against the
Company or the Group or any member of the Group; and
(h) the Employee is aware that the Company is relying on these warranties
in executing this Deed.

12 ENTIRE AGREEMENT

12.1 This Deed constitutes the entire agreement between the Parties as to its subject
matter to the exclusion of any prior agreement whether written or oral, express
or implied.
12.2 All previous negotiations, undertakings, representations, warranties, memoranda
or commitments in relation to, or in any way affecting, the subject matter of this
Deed are merged in and superseded by this Deed and are of no force or effect
 whatever and no party will be liable to any other party in respect of those
matters.
12.3 No oral explanation or information provided by any party to another affects the
interpretation or meaning of the Deed or constitutes any collateral agreement,
warranty or understanding between the parties.
12.4 Nothing in this Deed restricts or otherwise limits the Employee’s obligations at
common law.

13 WAIVER AND EXERCISE OF RIGHTS

13.1 No waiver of any provision of this Deed shall be effective unless in writing by
the waiving party.
13.2 A single or partial exercise or waiver of a right relating to this Deed will not
prevent any other exercise of that right or the exercise of any other right.
13.3 The waiver by one party of a breach of any express or implied term of this Deed
does not operate as a waiver of any other breach or any continuing breach of the
same or any other express or implied term of this Deed.
13.4 A party will not be liable for any loss, cost or expense of any other party caused
or contributed to by the waiver, exercise, attempted exercise, failure to exercise
or delay in the exercise of a right.

14 DEED MAY BE USED IN COURT

14.1 The Group and the Employee are free to plead this Deed in any court of law,
arbitral tribunal or in any other proceedings arising out of or touching on or
concerning the matters referred to or contained in this Deed as a bar to such
proceedings.

15 COSTS

15.1 Each Party must pay its own legal costs and expenses in respect of the
negotiation, preparation and completion of this Deed.

16 COUNTERPARTS

16.1 This Deed may be executed in any number of counterparts and all counterparts,
taken together, constitute one instrument. A Party may execute this Deed by
executing any counterpart.

17 SEVERANCE

17.1 If any provision of this Deed is held to be invalid or unenforceable for any
reason, it will, to the extent that it is invalid or unenforceable, be treated as
severed from this Deed and will not affect the remaining provisions of this Deed.
18 VARIATION OF DEED

18.1 This Deed may only be varied or replaced by a Deed duly executed by each of
the parties.

19 BINDING EFFECT OF DEED

19.1 This Deed binds the Parties and any executor, administrator, transferee,
assignee, liquidator or trustee in bankruptcy appointed for the Parties.

20 FURTHER STEPS

20.1 Each party will take all steps, execute all documents and do everything
reasonably required by the other party to give effect to this Deed and the
transactions contemplated by the Deed.

21 CHOICE OF LAW

21.1 This Deed is governed by the laws of New South Wales and the Parties submit
to the non-exclusive jurisdiction of the Courts of New South Wales and any
courts which have jurisdiction to hear appeals from any of those courts and
waives any right to object to any proceedings being brought in those courts.
EXECUTED AS A DEED in New South Wales

EXECUTED by DecoGlaze Pty Ltd

by its duly authorised officer, in the presence
of:

Signature of Witness Signature of Director/Company Secretary

Name of Witness Name

Date Date

EXECUTED by Julie Frost

in the presence of:

Signature of Witness Signature of Employee

Name of Witness (please print)

Address of Witness

Date
 SCHEDULE 1

TERMINATION PAYMENT AND TAX TREATMENT

[Schedule 1 will itemise gross amounts, how much tax will be deducted, and on what
basis, and how much net cash Ms Frost will receive.]

Pay in lieu of notice: four (4) weeks’ pay:

Redundancy pay: four (4) weeks’ pay:
Annual leave accrued and not taken: