Affiliate agreement

DATE

PARTIES

1 ENRICH RETIREMENT LIMITED, company number 8053937 (Enrich Retirement)

2 [INSERT FULL LEGAL NAME], company number [insert company number] (Affiliate)

SECTION A:  AGREEMENT AND KEY DETAILS

AGREEMENT

Enrich Retirement operates the Enrich Platform through which, among other things, Customers can purchase a subscription to access information to make informed decisions about their retirement.  Enrich Retirement agrees to engage, and the Affiliate accepts engagement, to conduct the Business on the terms of the Agreement.  The Agreement comprises:

1. 1. 1. 1. • Section A (Agreement and Key Details), including this cover page and the signature clauses; and
            • Section B (General Terms).

KEY DETAILS

SIGNED 

SECTION B:  GENERAL TERMS

1. INTERPRETATION
   
   1. Definitions:  In the Agreement, the following terms have the stated meaning: 

1. 1. Interpretation:  In the Agreement:
      
      1. clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;
      2. words in the singular include the plural and vice versa;
      3. a reference to:
         
         1. a party to the Agreement includes that party’s permitted assigns;
         2. personnel includes officers, employees, contractors, and agents, but a reference to Enrich Retirement’s personnel does not include the Affiliate;
         3. a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
         4. including and similar words do not imply any limit;
         5. $ and dollars is a reference to the currency listed in the Key Details; and
         6. a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them;
      4. no term of the Agreement is to be read against a party because the term was first proposed or drafted by that party; and
      5. if there is any conflict between Section B and Section A of the Agreement, Section B prevails unless expressly stated otherwise in Section A.

1. APPOINTMENT
   
   1. Right to conduct the Business:
      
      1. Enrich Retirement grants to the Affiliate the non-exclusive, non-transferable right to conduct the Business in accordance with the Agreement for the duration of the Agreement. 
      2. The Affiliate must use best efforts to conduct the Business.
   2. Status:  The Affiliate is an independent contractor of Enrich Retirement.  No other relationship (e.g. employment, joint venture, agency, trust or partnership) exists under the Agreement.  The Agreement does not transfer or license any Enrich Retirement Intellectual Property to the Affiliate, except as expressly set out in the Agreement.
   3. No Financial Advice:  Unless Enrich Retirement agrees otherwise in writing, this Agreement does not authorise the Affiliate to, and the Affiliate must not, provide Financial Advice:
      
      1. to any Customers via the Content; or
      2. otherwise as agent for, or on behalf of, Enrich Retirement.

To avoid doubt, this provision does not restrict the Affiliate’s ability to otherwise provide Financial Advice to Customers.

1. 1. Non-exclusive arrangement:  To avoid doubt, the rights granted to the Affiliate under the Agreement are non-exclusive.  Nothing in the Agreement applies to limit or restrict Enrich Retirement’s right to conduct the Business (and to authorise third parties to conduct the Business).
2. DEMONSTRATION AND TRAINING
   
   1. Grant of access: The Affiliate may use the Enrich Platform at no charge for the term of the Agreement for the purposes of:
      
      1. evaluating and testing the Enrich Platform internally;
      2. showing prospective Customers how the Enrich Platform works by demonstrating the Enrich Platform at the Affiliate’s place of business or such other location approved in advance by Enrich Retirement; and
      3. training the Affiliate’s personnel in the conduct of the Business.
   2. Access conditions:  When accessing the Enrich Platform, the Affiliate and its personnel must:
      
      1. not impersonate another person or misrepresent authorisation to act on behalf of others or Enrich Retirement;
      2. correctly identify the sender of all electronic transmissions;
      3. not attempt to undermine the security or integrity of the Enrich Platform;
      4. not use, or misuse, the Enrich Platform in any way which may impair the functionality of the Enrich Platform or impair the ability of any other user to use the Enrich Platform;
      5. not attempt to view, access or copy any material or data other than:
         
         1. that which the Affiliate is authorised to access; and
         2. to the extent necessary for the Affiliate and its personnel to use the Enrich Platform in accordance with this Agreement;
      6. neither use the Enrich Platform in a manner, nor transmit, input or store any data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is objectionable, incorrect or misleading; and
      7. comply with any terms of use on the Enrich Platform, as updated from time to time by Enrich Retirement.
3. CONTENT
   
   1. Application:  Where an Affiliate has agreed to provide Content this clause 4 applies.
   2. Content:  The Affiliate agrees to provide the Content to Enrich Retirement.
   3. Acknowledgement:  The Affiliate acknowledges and agrees that:
      
      1. it will provide the Content at the frequency specified in the Key Details;
      2. any Content it provides is its own original work, or it has sufficient rights to provide the Content in accordance with the Agreement;
      3. unless Enrich Retirement agrees otherwise in writing, any Content must not, and the Affiliate will ensure that it does not, contain, give, or constitute the giving of any Financial Advice; and
      4. Enrich Retirement has sole discretion over publication of the Content.
   4. Warranty:  The Affiliate warrants that the Content:
      
      1. is accurate;
      2. complies with all applicable laws;
      3. is not objectionable or misleading;
      4. complies with the restriction on the giving of Financial Advice set out in clause 4.3c; and
      5. will not infringe any third party Intellectual Property Rights.
   5. Territory:  The Affiliate must not use the Content to market or promote any similar product or platform. 
   6. Publication:  Enrich Retirement must advise the Affiliate of any publication of Content.
   7. Content review:  The parties must meet every 6 months to:
      
      1. discuss Content ideas and meeting specific Content requirements;
      2. discuss opportunities and marketing; and
      3. discuss what assistance may be required from Enrich Retirement.
4. MARKETING AND PROMOTION
   
   1. General:  The Affiliate must, at its own expense:
      
      1. work diligently to promote and protect Enrich Retirement’s interests, enhance and maintain the reputation of the Enrich Platform and Enrich Retirement, including:
         
         1. without limiting clause 9.6, representing the Enrich Platform and Brands to Customers and prospective Customers in the most favourable manner at every reasonable opportunity; and
         2. maintaining good relationships with all of the Customers and prospective Customers; and
      2. use best efforts to maximise Customer referrals.
5. AFFILIATE OBLIGATIONS
   
   1. General:  In addition to complying with its other obligations in the Agreement, the Affiliate must:
      
      1. conduct the Business in accordance with Good Industry Practice;
      2. comply with:
         
         1. all applicable laws, regulations, rules and professional codes of conduct or practice when conducting the Business and performing its other obligations in the Agreement; and
         2. reasonable guidance from Enrich Retirement on the conduct of the Business, as updated by Enrich Retirement from time to time;
      3. procure all licences, authorisations and consents necessary for the Affiliate to conduct the Business; and
      4. promptly notify Enrich Retirement of:
         
         1. any breach of the Affiliate’s obligations under the Agreement or any matter which may impact on the Affiliate’s ability to perform its obligations under the Agreement; and
         2. any complaint relating to the Enrich Platform that is received by the Affiliate, together with all available information relating to the complaint.
   2. Requirements and restraints:  The Affiliate must:
      
      1. avoid entering into any arrangement which would result in a conflict of interest with its obligations under the Agreement, including referring customers to a platform that is a competitor of the Enrich Platform; and
      2. without limiting clause 6.2a, during the term of the Agreement and for a period of 6 months after its termination or expiry, not directly or indirectly operate or otherwise be involved in a business that competes with Enrich Retirement’s business or the Enrich Platform, whether as a principal, employee, partner, agent, shareholder or however else. 
   3. Affiliate records:  The Affiliate must maintain complete and accurate written records of all information relating to its conduct of the Business and which may be required to enable Enrich Retirement or its authorised representative to verify the Affiliate’s compliance with the Agreement and any payment made by or to the Affiliate under or in connection with the Agreement.  On request, the Affiliate must make available those records to Enrich Retirement, including allowing Enrich Retirement to copy those records.
6. ENRICH RETIREMENT OBLIGATIONS

In addition to complying with its other obligations in the Agreement, Enrich Retirement must:

1. 1. 1. use reasonable efforts to support and assist the Affiliate’s conduct of the Business;
      2. at the Affiliate’s reasonable request, provide the Affiliate with:
         
         1. any existing marketing material to enable the Affiliate to conduct the Business; and
         2. reasonable technical training and guidance about the Enrich Platform at dates and times agreed by the parties; and
      3. use reasonable efforts to keep the Affiliate informed about any new version of the Enrich Platform that Enrich Retirement may be making available to the Affiliate.
2. FEES
   
   1. General:
      
      1. Subject to the remainder of this clause 8, Enrich Retirement must pay the Affiliate the Fees plus Sales Tax (if any) in accordance with this clause 8.  The payment of Sales Tax is subject to the Affiliate supplying Enrich Retirement with a valid tax invoice.
      2. To avoid doubt, the Affiliate is not entitled to any Fee relating to a Customer Agreement until:
         
         1. the Customer has paid the fees payable in respect of the Customer Agreement in full; and
         2. the Affiliate has accrued a Fee of $50 or more (excluding Sales Tax, if any) (Minimum Fee Threshold).  If the Affiliate does not accrue the Minimum Fee Threshold in a month, any Fees accrued will be rolled forward to the following month.
   2. Invoicing and payment:
      
      1. Within 14 days of the end of each calendar month, Enrich Retirement must provide the Affiliate with a monthly statement of the Fees earned by the Affiliate in the previous month, including all information reasonably required to verify those Fees.
      2. The Affiliate must notify Enrich Retirement in writing of any error in the calculation of the Fees within 7 days of receiving the statement or the Affiliate is deemed to have accepted the statement.  Clause 15 applies to any dispute relating to a calculation error.
      3. The Affiliate must supply Enrich Retirement with a valid tax invoice for the amount of the Fees.  To avoid doubt, the amount stated in the invoice must be the amount in the statement provided under clause 8.2a or as determined/agreed under clause 15.
      4. Enrich Retirement must pay the Fees within 30 days of the later of receipt from the Customer of the payment for the Enrich Platform to which the Fees relate or a valid tax invoice that complies with this clause 8.2.
   3. Sales Tax and deductions:
      
      1. Other than Sales Tax, the Affiliate is responsible for paying all taxes, duties, fees or other government charges relating to the Fees.
      2. Enrich Retirement may deduct any withholding tax required to be withheld by law from the Fee payments made under this clause 8.  If withholding occurs, Enrich Retirement will advise the Affiliate of the amount withheld at the time each payment is made.
3. INTELLECTUAL PROPERTY
   
   1. The Enrich Platform:  Enrich Retirement (and its licensors) owns all Intellectual Property Rights in the Enrich Platform.  The Affiliate must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
   2. Content:  Title to, and all Intellectual Property Rights in, the Content remains the property of the Affiliate.  The Affiliate grants Enrich Retirement a perpetual worldwide, exclusive, fully paid-up, royalty-free, transferrable, irrevocable licence to use, store, copy, modify, publish, make available and communicate the Content for its business purposes, including any purpose in connection with the exercise of its rights and obligations in accordance with this Agreement.
   3. New Intellectual Property:  As between the parties, and subject to clause 9.2, from the date it is created, Enrich Retirement solely owns:
      
      1. all new Intellectual Property created by Enrich Retirement in the course of providing the Enrich Platform, or otherwise in connection with the Agreement; and
      2. all new Intellectual Property in any documentation or other materials created by the Affiliate, to the extent the documentation or materials relate to the Enrich Platform.
   4. Feedback:  If the Affiliate or any Customer provides Enrich Retirement with ideas, comments or suggestions relating to the Enrich Platform (together feedback):
      
      1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by Enrich Retirement; and
      2. Enrich Retirement may use or disclose the feedback for any purpose.
   5. Restrictions:  The Affiliate must not:
      
      1. use Enrich Retirement’s Intellectual Property other than to carry out its obligations under the Agreement; or
      2. alter, remove or otherwise interfere with any copyright or proprietary marking on the Enrich Platform.
   6. Brands: 
      
      1. Provided the Affiliate first obtains Enrich Retirement’s prior written consent (not to be unreasonably withheld or delayed), Enrich Retirement grants to the Affiliate a non-exclusive, non-transferable licence for the duration of the Agreement to use the Brands in order to conduct the Business in accordance with the Agreement.
      2. The Enrich Platform must be marketed by the Affiliate using the Brands.  Enrich Retirement may add or remove a Brand from the scope of the Agreement at any time by notice to the Affiliate.  On receipt of that notice, the definition of Brands in the Agreement is deemed to be amended in accordance with the notice.
      3. The Affiliate must use the Brands only in accordance with any usage and marketing guidelines provided by Enrich Retirement from time to time.
      4. All goodwill generated through the Affiliate’s use of the Brands accrues to the benefit of Enrich Retirement.
   7. Notifying of issues: 
      
      1. The Affiliate must promptly notify Enrich Retirement:
         
         1. where the Affiliate becomes aware, or reasonably suspects, that Enrich Retirement’s Intellectual Property Rights are being infringed, or are likely to be infringed, including any circumstance that suggests a person may have unauthorised knowledge, possession or use of the Enrich Platform; and
         2. of any proceeding or known intention to bring proceedings against the Affiliate and/or Enrich Retirement, including for infringement of Intellectual Property Rights. 
      2. Enrich Retirement has the sole right to take, defend or settle any proceeding for any alleged infringement of any Intellectual Property Right of any third party relating to the Intellectual Property of Enrich Retirement. 
      3. The Affiliate must provide Enrich Retirement with all assistance reasonably requested by Enrich Retirement, at Enrich Retirement’s reasonable cost, relating to any action taken by Enrich Retirement on a matter notified by the Affiliate under clause 9.7a.
4. CONFIDENTIALITY
   
   1. Security:  Each party must, unless it has the prior written consent of the other party:
      
      1. keep confidential at all times the Confidential Information of the other party;
      2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
      3. disclose Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that the personnel or professional advisor is aware of, and complies with, clauses 10.1a and 10.1b. 
   2. Permitted disclosure:  The obligation of confidentiality in clause 10.1 does not apply to any disclosure or use of Confidential Information:
      
      1. for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
      2. required by law (including under the rules of any stock exchange or the conditions of any FAP licence that Enrich Retirement holds from time to time, if applicable);
      3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
      4. which was rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or
      5. by Enrich Retirement if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that Enrich Retirement enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 10.
5. WARRANTIES
   
   1. Mutual warranties:  Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.
   2. Enrich Platform:  Enrich Retirement does not give any warranty to either the Affiliate or any Customer relating to the Enrich Platform, other than the warranties:
      
      1. that Enrich Retirement makes directly to Customers in a Customer Agreement or the Documentation; or
      2. for which Enrich Retirement cannot exclude its liability.
   3. Prohibition:  The Affiliate must not give any warranty or make any representation relating to the Enrich Platform, including that the Enrich Platform will be made available to the Customer or prospective Customer. 
   4. No implied warranties:  To the maximum extent permitted by law, but without prejudice to Enrich Retirement’s obligations as a licensed FAP, where applicable:
      
      1. Enrich Retirement’s warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the New Zealand Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to an amount equal to the Fees paid or payable by Enrich Retirement to the Affiliate in relation to the relevant Customer Agreement; and
      2. Enrich Retirement makes no representation concerning the quality of the Enrich Platform, and does not promise that the Enrich Platform will operate without error or interruption.
   5. Consumer Guarantees Act:  The Affiliate agrees and represents that it is acquiring the right to conduct the Business, and entering the Agreement, for the purposes of trade.  The parties agree that:
      
      1. to the maximum extent permissible by law, the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of that right or the Agreement; and
      2. it is fair and reasonable that the parties are bound by this clause 11.5.
6. INDEMNITY
   
   1. Affiliate indemnity:  The Affiliate indemnifies Enrich Retirement from and against any claim, proceeding, damage, loss, liability, cost and expense (including legal costs on a solicitor and own client basis) suffered or incurred by Enrich Retirement resulting from:
      
      1. infringement of Enrich Retirement’s Intellectual Property Rights by the Affiliate, including any misuse of the Brands;
      2. any breach of the restriction on the giving of Financial Advice set out in clause 4.3c; and
      3. any warranty given or representation made by the Affiliate to a Customer or prospective Customer in breach of clause 11.3.
7. LIABILITY
   
   1. Maximum liability:  The maximum aggregate liability of Enrich Retirement to the Affiliate under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise:
      
      1. relating to any Customer Agreement, must not exceed an amount equal to the Fee paid or payable by Enrich Retirement to the Affiliate for that Customer Agreement; and
      2. must not in any Year exceed an amount equal to the Fees paid to the Affiliate under the Agreement in the previous Year (which in the first Year is deemed to be the total Fees paid to the Affiliate from the Start Date to the date of the first event giving rise to liability). 
   2. Unrecoverable loss:
      
      1. Neither party is liable to the other under or in connection with the Agreement for any:
         
         1. loss of profit, revenue, savings, business, data and/or goodwill; or
         2. consequential, indirect, incidental or special damage or loss of any kind.
      2. To avoid doubt, the Affiliate’s liability to a Customer or any other person is a type of loss excluded under clause 13.2a.
   3. Unlimited liability:
      
      1. Clauses 13.1 and 13.2 do not apply to limit Enrich Retirement’s liability:
         
         1. to pay the Fees; or
         2. under or in connection with the Agreement for:
            
            • personal injury or death;
            • fraud or wilful misconduct; or
            • breach of clause 10.

1. 1. 1. Clause 13.2 does not apply to limit the Affiliate’s liability:
         
         1. for breach of clause 2, 3, 6.1bi, 6.1c, 6.2b, 9.5 or 9.6;
         2. under the indemnity in clause 12.1; or
         3. for those matters stated in clauses 13.3aii.
   2. No liability for other’s failure:  Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent the failure is directly caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
   3. Mitigation:  Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.
   4. Insurance:  At its own expense, the Affiliate must maintain in effect at all times during the term of the Agreement the insurance policies, with a reputable third party insurance company, that a prudent entity conducting the Business would maintain, taking into account the Affiliate’s risks and potential liabilities under the Agreement. 
2. TERM AND TERMINATION
   
   1. Duration:  Unless terminated under this clause 14, the Agreement starts on the Start Date and continues for successive terms of 12 months from the Start Date unless a party gives at least 30 days’ notice that the Agreement will terminate on the expiry of the then-current term.
   2. No fault termination:  Enrich Retirement may terminate the Agreement on at least 3 months’ prior notice to the Affiliate. 
   3. Other termination rights: Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
      
      1. breaches any material provision of the Agreement and the breach is not:
         
         1. remedied within 10 days of the receipt of the notice from the first party requiring it to remedy the breach; or
         2. capable of being remedied;
      2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
      3. is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
   4. Consequences of termination or expiry: 
      
      1. Termination or expiry of the Agreement does not affect either party’s rights and obligations accrued before that termination or expiry.
      2. On termination or expiry of the Agreement, the Affiliate must:
         
         1. immediately cease to:

1. 1. 1. 1. • conduct the Business; and
            • use the Brands and all other Enrich Retirement Confidential Information; and

1. 1. 1. 1. promptly return, destroy or erase (at Enrich Retirement’s option) all copies of Enrich Retirement Intellectual Property in the Affiliate’s possession, and (if requested by Enrich Retirement) certify in writing its compliance with this clause 14.4bii.
      2. Where the Agreement is terminated by Enrich Retirement under clause 14.3a, no further Fees are payable by Enrich Retirement from the termination date.  In all other cases, Enrich Retirement must continue to pay the applicable Fees in connection with a Customer Agreement entered into by Enrich Retirement prior to the termination or expiry date.  Clause 8 will continue to apply to the payment of those Fees.
      3. No compensation is payable by Enrich Retirement to the Affiliate as a result of termination of the Agreement for whatever reason.
   2. Obligations continuing:  Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 6.2b, 6.3, 9.1 to 9.4, 10, 12.1, 13, 14.4, 14.5 and 15 continue in force. 
2. DISPUTES
   
   1. Good faith negotiations:  Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.
   2. Obligations continue:  Each party must, to the extent practicable, continue to perform its obligations under the Agreement even if there is a dispute.
   3. Right to seek relief:  This clause 15 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.
3. GENERAL
   
   1. Force Majeure:  Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
      
      1. promptly notifies the other party and provides full information about the Force Majeure;
      2. uses best efforts to overcome the Force Majeure; and
      3. continues to perform its obligations to the extent practicable.
   2. Rights of third parties: No person other than Enrich Retirement and the Affiliate has any right to a benefit under, or to enforce, the Agreement.
   3. Waiver:  To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.
   4. Notices:  A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in the Key Details or otherwise notified by the other party for this purpose.  If the notice is given under clause 14, a copy of that email must be immediately delivered (by hand or courier) to the Director of the other party at the other party’s last known physical address. 
   5. Severability: 
      
      1. If any provision of the Agreement is, or becomes, illegal, unenforceable or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.
      2. If modification under clause 16.5a is not possible, the provision must be treated for all purposes as severed from the Agreement without affecting the legality, enforceability or validity of the remaining provisions of the Agreement.
   6. Variation:  Subject to clause 9.6b, any variation to the Agreement must be in writing and signed by both parties. 
   7. Entire Agreement:  The Agreement sets out everything agreed by the parties relating to the Enrich Platform, the relationship between the parties, and the conduct of the Business, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date.  The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date.  Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A, and 13 of the New Zealand Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause 16.7.
   8. No assignment: 
      
      1. The Affiliate may not assign, novate, subcontract or transfer any right or obligation under the Agreement, without the prior written consent of Enrich Retirement.  The Affiliate remains liable for the performance of its obligations under the Agreement despite any approved assignment, subcontracting, or transfer.  Any assignment, novation, subcontracting or transfer must be in writing.
      2. Any change of control of the Affiliate is deemed to be an assignment for which Enrich Retirement’s prior written consent is required under clause 16.8a.  In this clause, change of control means any transfer of shares or other arrangement affecting the Affiliate or any member of its group which results in a change in the effective control of the Affiliate.
   9. Law:  The Agreement is governed by, and must be interpreted in accordance with, the laws of New Zealand.  Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with the Agreement.
   10. 16.10.Counterparts:  The Agreement may be signed in counterparts, each of which constitutes an original and all of which constitute the same agreement.  A party may enter the Agreement by signing and emailing a counterpart copy to the other party.

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