Employment Termination Deed (Australia)

The Employer shall pay or has paid to the Employee the following amounts as the Employee's final entitlements arising from the cessation of employment, in full and final discharge of all obligations of the Employer to the Employee in respect of the employment:

All payments will be made by direct deposit to the Employee's nominated bank account within seven (7) business days of the date of execution of this Deed by both parties. The Employer shall withhold and remit any PAYG tax required by the Income Tax Assessment Act 1936 (Cth) and Income Tax Assessment Act 1997 (Cth), including the concessional ETP withholding rates where applicable.

Wage theft (s. 327A Fair Work Act): The Employer confirms that the payments set out in this clause represent the full amount owed to the Employee in respect of wages, allowances, superannuation, leave entitlements, and salary sacrifice — and that no intentional underpayment has occurred or will occur. Since 1 January 2025, intentional underpayment is a criminal offence under Fair Work Act 2009 (Cth) s. 327A, attracting a maximum fine of three times the underpayment or AUD 8.25 million, whichever is greater.

In consideration of the payments and benefits set out in this Deed, the Employee releases and forever discharges the Employer (and the Employer's directors, officers, employees, agents, related bodies corporate, successors, and assigns) from any and all claims, demands, actions, suits, causes of action, debts, damages, costs, expenses, and liabilities of any kind whatsoever, whether at common law, in equity, or under statute, whether known or unknown, arising directly or indirectly from or in connection with the Employee's employment or the termination of employment, including but not limited to claims for:

(a) breach of contract, breach of express or implied term, breach of an industrial instrument, or breach of any duty owed by the Employer to the Employee;

(b) unfair dismissal under Part 3-2 of the Fair Work Act 2009 (Cth);

(c) general protections claim under Part 3-1 of the Fair Work Act 2009 (Cth);

(d) any contravention of the National Employment Standards (NES);

(e) any contravention of a modern award or enterprise agreement;

(f) unlawful discrimination, harassment, or victimisation under the Sex Discrimination Act 1984 (Cth), the Racial Discrimination Act 1975 (Cth), the Disability Discrimination Act 1992 (Cth), the Age Discrimination Act 2004 (Cth), the Fair Work Act 2009 general protections, or equivalent State or Territory anti-discrimination legislation;

(g) workers' compensation (excluding any statutory entitlement to existing workers' compensation in respect of an injury suffered prior to the date of this Deed);

(h) unpaid wages, leave, superannuation, allowances, or bonuses (other than amounts set out in this Deed);

(i) any tort, including negligence and intentional torts; and

(j) any other claim of any nature arising from the employment relationship.

The Employee acknowledges that the release in this clause is a complete bar to the Employee bringing any of the above claims against the Employer in any forum.

Within seven (7) days of the termination date, the Employee shall return to the Employer all property in the Employee's possession or control belonging to the Employer or relating to the Employer's business, including: laptop and other computer equipment; mobile phone; security passes and keys; corporate credit cards; client lists and contact information; reports, correspondence, and other business records (whether in paper or electronic form); software and licences; and any copies (paper or electronic) of confidential information.

The Employee shall delete from any personal devices any confidential information of the Employer, except as required by law to be retained.

The parties intend this document to be executed as a deed at common law and in equity. By executing this document as a deed, no separate "consideration" is required for the parties' promises to be binding — the deed itself is sufficient. The Employer (if a company) will execute this Deed in accordance with Corporations Act 2001 (Cth) s. 127. Electronic signing is valid under Corporations Act 2001 s. 110A and under the Electronic Transactions Act of New South Wales.

This Deed shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia and the laws of the Commonwealth of Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales for the resolution of any dispute arising out of or in connection with this Deed.

The Employee shall keep confidential the existence and terms of this Deed, including the amount of any payment made to the Employee. The Employee may disclose the terms only to: (a) the Employee's spouse, financial adviser, accountant, or legal adviser, on the same confidentiality basis; (b) the Australian Taxation Office or other authority as required by law; and (c) any other person or court as required by court order, subpoena, or other legal compulsion.

Whistleblower and other protected disclosures (carve-out): Nothing in this Deed prevents, restricts, or penalises the Employee from making any of the following protected disclosures, and any provision of this Deed that purports to restrict such disclosures is void to the extent of that restriction:

(a) disclosures to a regulator (including the Australian Securities and Investments Commission (ASIC), the Australian Prudential Regulation Authority (APRA), or another Commonwealth or State authority) where the disclosure qualifies for whistleblower protection under Part 9.4AAA of the Corporations Act 2001 (Cth);

(b) disclosures to the Commissioner of Taxation under Part IVD of the Taxation Administration Act 1953 (Cth) (tax whistleblowers);

(c) disclosures under the Public Interest Disclosure Act 2013 (Cth) (Commonwealth public-sector whistleblowers);

(d) disclosures to the Australian Human Rights Commission (AHRC), the Fair Work Ombudsman, or any equivalent State anti-discrimination body, in respect of any complaint about unlawful discrimination, sexual harassment, sex-based harassment, or victimisation — including under the positive duty in Sex Discrimination Act 1984 (Cth) s. 47C as inserted by the Anti-Discrimination and Human Rights Legislation Amendment (Respect at Work) Act 2022 (Cth) (AHRC enforcement powers commenced 12 December 2023);

(e) disclosures to a legal practitioner for the purpose of obtaining legal advice;

(f) disclosures to a court, tribunal, parliamentary committee, or law-enforcement officer in the proper exercise of their statutory functions; and

(g) disclosures to a medical practitioner or mental health professional for the purpose of obtaining medical or psychological support.

For a period of 6 months from the date of termination of employment, the Employee shall not, whether directly or indirectly, on the Employee's own account or for any other person:

(a) Compete: Carry on, be engaged in, employed by, or be a consultant to any business that competes directly with the Employer's business in Greater Sydney metropolitan area (within 50 km radius of the Sydney CBD);

(b) Solicit customers: Solicit, canvass, or approach any person who was a customer of the Employer in the 12 months prior to termination, in respect of any business that competes with the Employer's business; and

(c) Solicit employees: Solicit, encourage, or seek to entice any employee or contractor of the Employer to terminate their engagement with the Employer.

Reasonableness: The Employee acknowledges that this restraint is reasonably necessary to protect the Employer's legitimate business interests, including confidential information, customer connection, and goodwill. The Employer has provided fair consideration for this restraint through the payments made under this Deed (and where applicable, the ex-gratia component is in part attributable to this restraint).

Cascading restraints: The parties acknowledge that Australian courts (particularly in NSW under the Restraints of Trade Act 1976 (NSW) s. 4) may "read down" an unreasonably broad restraint. To address this, the restraint above operates as a cascading set of progressively narrower restraints — covering, in descending order: (i) 6 months from the date of termination; (ii) 6 months; (iii) 3 months; (iv) 1 month; and applied across (a) the geographic area specified, (b) the State of New South Wales, (c) the relevant local government area; with the broadest reasonable combination being enforceable. If a court finds any combination of period and geography unreasonable, the next narrower combination shall be substituted.

This restraint is governed by the laws of New South Wales. In NSW, the Restraints of Trade Act 1976 (NSW) permits courts to read down unreasonable restraints rather than wholly invalidating them. In other jurisdictions, the common-law approach in Buckley v Tutty (1971) 125 CLR 353 and Lindner v Murdock's Garage (1950) 83 CLR 628 applies — restraints must be reasonable in time, geography, and scope to protect a legitimate interest.

The parties agree the following tax characterisation of the payments under this Deed (without giving each party tax advice — each party should seek independent tax advice):

(a) The notice payment, accrued annual leave, and accrued long service leave (where applicable) are taxed as employment income at the Employee's marginal rates with PAYG withholding under Schedule 7 of Taxation Administration Act 1953 (Cth);

(b) The genuine redundancy payment (if any) is treated under section 83-170 of the Income Tax Assessment Act 1997 (Cth), which provides a tax-free component based on the Employee's years of completed service (base amount AUD 12,524 + AUD 6,264 per year of service for FY2025-26, indexed annually); the balance is an employment termination payment (ETP);

(c) The ex-gratia payment and any other lump sum not falling within (a) or (b) is an Employment Termination Payment (ETP) within the meaning of section 82-130 of the Income Tax Assessment Act 1997 (Cth), subject to the ETP withholding rules in Schedule 36 of the PAYG Regulations. The parties acknowledge the ETP cap for the relevant financial year (AUD 245,000 for FY2025-26, indexed annually) — the part of the ETP up to the cap attracts the concessional withholding rate (15% if the Employee is at or above preservation age; 30% if below); the part of the ETP above the cap is taxed at the Employee's marginal rate. Superannuation reconciliation: The Employer confirms that all Superannuation Guarantee (SG) contributions due in respect of the Employee's ordinary time earnings have been paid in full to the Employee's nominated fund or to the ATO, including any contributions due within the wage-theft window of 1 January 2025 to the termination date. The Employer confirms that there is no unpaid SG, no SG charge under the Superannuation Guarantee (Administration) Act 1992 (Cth), and no intentional underpayment of SG within the meaning of Fair Work Act 2009 s. 327A.

Each party acknowledges that the characterisation above is the parties' good-faith view based on information available at the date of this Deed and is not binding on the Australian Taxation Office (ATO). Each party shall remain responsible for their own tax position.

Reference letter undertaking: The Employer undertakes to provide, upon written request from the Employee, a written reference confirming the Employee's employment and a neutral or positive statement of the Employee's performance. The agreed reference content is:

Andrew T. Patterson was employed by Harbour Digital Pty Ltd as Head of Engineering from 12 February 2020 to 15 May 2026. During his tenure he led the platform engineering team, delivered the v2 architecture migration, and consistently demonstrated strong technical and leadership skills. He left the Company by reason of redundancy and is recommended for senior engineering roles.

Mutual non-disparagement: Each party agrees that, after the date of this Deed, neither party will make or publish any disparaging, derogatory, or negative statements about the other party — including the Employer's directors, officers, senior management, and (where applicable) other employees, and the Employee personally. This obligation applies to written and verbal statements, including statements made on social media, professional networking platforms, and in conversations with current or former employees, customers, or business partners of the Employer. Truthful statements made in compliance with a court subpoena, regulatory inquiry, or whistleblower disclosure (per the Confidentiality clause carve-out) are not breaches of this clause.

Respect at Work acknowledgement — positive duty: The Employer acknowledges its positive duty under Sex Discrimination Act 1984 (Cth) s. 47C to take reasonable and proportionate measures to eliminate, as far as possible, sexual harassment, sex-based harassment, sex discrimination, hostile workplace environments on the ground of sex, and related acts of victimisation. The Employee acknowledges and the Employer confirms that the Employer maintains compliant policies, training, complaint mechanisms, and reporting frameworks under the AHRC's seven Standards (leadership, culture, knowledge, risk, support, reporting, monitoring) — and that this Deed is consistent with the positive duty.

Entire Agreement: This Deed constitutes the entire agreement between the parties in respect of the termination of employment and supersedes all prior negotiations, representations, and arrangements.

Amendment: This Deed may only be amended by deed signed by both parties.

Severability: If any provision is found unenforceable, the remaining provisions remain in full force; the unenforceable part is severed only to the extent necessary.

Counterparts: This Deed may be executed in counterparts (including electronic counterparts), each of which is an original and which together form one and the same Deed.

Independent advice: The Employee acknowledges that the Employee has had the opportunity to obtain independent legal, tax, and financial advice in relation to this Deed before signing.