Fully Managed Specialised HR Company, Sales Circa $2.6M p.a

In this agreement, the following definitions apply:

Business Day means any day, other than a weekend day or public holiday (as that term is defined in section 5(1) of the Holidays Act 2003), on which registered banks (as that term is defined in section 2(1) of the Reserve Bank of New Zealand Act 1989) are open for general banking business in Auckland, New Zealand.

Confidential Information means any non-public financial, business or commercial information relating to the Discloser and/or any of its Related Companies (in any form) that is disclosed by the Discloser (or any of its Related Parties) to the Recipient (or any of its Related Parties) in connection with the Potential Transaction, and includes the following:

1. The fact that the Parties are considering the Potential Transaction.
2. The existence and status of any negotiations or discussions between the Parties regarding the Potential Transaction.
3. Financial forecasts, projections and estimates, business and operational plans, client and customer lists and information, marketing plans and accounts (whether audited or unaudited).
4. Technical information, functional specifications, designs, drawings, analysis, research, processes, methods, computer programs, formulae, characteristics, techniques, ideas and general know-how.
5. Any material derived from, or that contains, any of the foregoing information.
6. The terms and existence of this agreement.

Parties means the parties to this agreement and Party means either one of them.

Potential Transaction means a potential acquisition by the Prospective Purchaser, or a Related Party of the Prospective Purchaser, of:

1. all or any of the shares on issue in the Business of Interest; or
2. all, or substantially all, of the business assets of the Business of Interest,

or the entry by the Parties into a joint venture or strategic partnership.

Related Company has the meaning given to that term in section 2(3) of the Companies Act 1993, but with that meaning extended by reading section 2(3) of that Act as if "company" included any body corporate (wherever incorporated or formed).

Related Parties means, in relation to a Party:

Interpretation

In this agreement, the following rules of interpretation apply:

1. References to the Parties include their respective executors, administrators, successors and permitted assignees.
2. References to this agreement mean this agreement, including its Introduction, as amended and/or replaced from time to time.
3. References to clauses are to those in this agreement.
4. Headings and subheadings (of all levels) have been inserted for convenience only and will not affect the interpretation of this agreement.
5. References to the words including, include or similar words do not imply any limitation and are deemed to have the words without limitation following them.
6. An obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done.
7. The word shall is to be interpreted in a strictly mandatory sense, and does not imply any discretion as to whether the relevant action may be undertaken or not.
8. References to a statute or statutory provision means a New Zealand statute or statutory provision as amended, consolidated and/or replaced from time to time.
9. A gender includes each other gender and the singular includes the plural and vice versa.
10. References to written or in writing shall include all modes of presenting or reproducing words, figures and symbols in a visible form (including via email).
11. No rule of construction (including the contra proferentem rule) applies to the disadvantage of a Party because that Party (or its relevant advisor) was responsible for the preparation of this agreement or any part of it.

2.1

Non-disclosure obligations

In consideration of the Discloser agreeing to disclose Confidential Information to the Recipient, and except as expressly permitted in this agreement, the Recipient agrees to:

1. non-disclosure
   not disclose, communicate or distribute to any third party any Confidential Information;
2. hold in strict confidence
   hold all Confidential Information in strict confidence and protect it from unauthorised use, copying and disclosure; and
3. non-use
   not use the Confidential Information except as is strictly necessary for the purposes of evaluating and (if applicable) implementing the Potential Transaction.

Limit on obligations

This agreement creates no obligation on:

1. provision of Confidential Information
   the Discloser to provide Confidential Information to the Recipient; and
2. commence negotiations or make or accept offers
   the Parties to:
   
   1. commence or continue discussions or negotiate with each other in relation to the Potential Transaction; or
   2. make an offer or proposal to the other Party or accept any offer or proposal from the other Party in relation to the Potential Transaction.

Return and destruction

Upon the written request of the Discloser, the Recipient must ensure that all or any:

1. copies and written versions
   copies and written versions of any Confidential Information are promptly returned to the Discloser; and/or
2. destroyed or permanently erased
   Confidential Information held by the Recipient and its Related Parties is promptly destroyed or permanently erased and that the same is confirmed in writing to the Discloser by the Recipient.

The Recipient's obligations under this clause 2.3 will not apply to Confidential Information contained in electronic back-up facilities that are not readily accessible[, board minutes or board related papers,] or documents that the Recipient or its Related Parties must retain by law.

Notice of breach

The Recipient will promptly notify the Discloser in writing if it becomes aware of a breach, potential breach or threatened breach of any provision of this agreement by the Recipient or any of its Related Parties.

Ownership by the Discloser

The Recipient acknowledges and agrees that all Confidential Information is and shall remain the property of the Discloser.

No warranties or representations by the Discloser

The Discloser gives no warranties, and makes no representations, in relation to the Confidential Information (whether express or implied).

Recipient’s responsibility

The Recipient is solely responsible for making its own independent evaluation of the Confidential Information and the Discloser will not be liable to the Recipient as a result of the Recipient's use of the Confidential Information.

No grant of exclusivity

Nothing in this agreement grants, or purports to grant, any form of exclusivity in relation to the Potential Transaction.

Rights of the Prospective Purchaser

The Parties acknowledge and agree that the Prospective Purchaser and its Related Parties shall be free to enter into discussion with any other party in respect of any transaction similar to the Potential Transaction.

Indemnity by the Recipient

The Recipient hereby indemnifies, and will keep indemnified, the Discloser against any losses, claims, demands, liabilities, actions, proceedings and costs (including solicitor-client costs) which the Discloser may suffer or incur as a result of any breach of the terms of this agreement by the Recipient or any of its Related Parties to whom Confidential Information is disclosed.

Termination by mutual agreement

The Parties may at any time mutually agree in writing that this agreement will terminate.

Termination by time

The obligations of the Parties under this agreement shall end on the earlier of:

1. completion of the Proposed Transaction
   the occurrence of completion for the Proposed Transaction; and
2. date
   the 5th anniversary of the date of this agreement.

 Accrued obligations

Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

Limits on obligations

The Recipient will not have to observe any duty of confidentiality under this agreement concerning Confidential Information that:

1. prior written consent
   the Discloser gives its prior written consent to the disclosure or use of;
2. disclosure to Related Parties
   is disclosed to a Related Party of the Recipient, provided that such Related Party has agreed in writing to comply with that Party’s confidentiality obligations under this agreement and the Recipient will be and remain liable for all acts and omissions of their Related Parties concerning any Confidential Information disclosed to them;
3. required by law
   is required to be disclosed by law or any legislative or regulatory authority;
4. listing rules and continuous disclosure
   is required to be disclosed or announced in accordance with the listing rules or continuous disclosure rules of any recognised securities exchange;
5. necessary for performance
   it can show it already knew at the time of disclosure and which came into its possession otherwise than by breach of any confidentiality obligation pursuant to this agreement; or
6. information in the public domain
   at the time of disclosure is in, or subsequently enters, the public domain otherwise than by breach of any duty of confidentiality under this agreement.

Written notice

All notices and other communications to be given under this agreement must be in writing and be addressed to the Party to whom it is to be sent at the physical address or email address designated by that Party in writing to the other Party.

Designated addresses

Until any other designation is given under clause 9.1, the physical address and email address of each Party is as disclosed:

Kauri Business Sales

Address: Level 9, 55 Shortland St, Auckland Central

Attention: Graeme Fraser

Email: info@kauribusiness.co.nz

Deemed delivery

Any notice or communication given under this agreement shall be deemed to have been received:

1. by hand
   if delivered by hand, at the time of delivery;
2. by post in New Zealand
   if sent by ordinary post within New Zealand, 3 Business Days after the date of mailing;
3. by post from overseas
   if posted or delivered from overseas, 10 Business Days after the date of mailing; or
4. by email
   if sent by email, on the date and time at which it enters the recipient's information system, as evidenced (if required by the recipient, where delivery is disputed) in a confirmation of delivery report from the sender's information system which indicates that the email was sent to the email address of the recipient.

Delivery after hours or on non-Business Days

Any notice or communication received or deemed received after 5.00pm or on a day which is not a Business Day in the place to which it is delivered, posted or sent will be deemed not to have been received until the next Business Day in that place.

Entire agreement

This agreement constitutes the entire agreement and understanding of the Parties relating to the matters dealt with in this agreement and supersedes and extinguishes any previous agreement (whether oral or written) between the Parties in relation to such matters. Nothing in this clause 10.1 operates to limit or exclude any liability for fraud.

Capacity

The Parties each warrant that:

1. power and authority
   they have full power and authority to enter into this agreement;
2. authorisation and approvals
   all authorisations and approvals that are necessary or required in connection with the execution of this agreement, and the assumption of rights and obligations under it, have been obtained or effected; and
3. no breach or default
   the signing, delivery and performance of this agreement does not constitute a breach of any law or obligation and will not cause or result in any default or breach under any other agreement or arrangement by which it is bound and which would prevent it from entering into or performing its obligations under this agreement.

Assignment

1. Restriction
   Subject to clause 10.3(b), no Party will assign or transfer, or purport to assign or transfer, any of their rights or obligations under this agreement without the prior written consent of the other Party (such consent shall not be unreasonably or arbitrarily withheld or delayed).
2. Assignment to the purchaser
   Notwithstanding clause 10.3(a), [ ] may assign and transfer its rights and obligations under this agreement to the purchaser under the Proposed Transaction (if [ ] nominates another entity to be the purchaser under the Proposed Transaction), provided that it gives prior written notice of the same to [ ].

No waiver

No Party will be deemed to have waived any right under this agreement unless the waiver is in writing and signed by that Party. A failure to exercise or delay in exercising any right under this agreement will not operate as a waiver of that right. Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision in this agreement.

Amendments

This agreement may not be amended or varied in any way unless such amendment or variation is made in writing and signed by each Party.

Severability

If any provision of this agreement is found by a court or other competent authority to be void or unenforceable, such provision will be deemed to be deleted from this agreement and the remaining provisions of this agreement will continue in full force and effect.

Counterparts

This agreement may be executed and delivered in any number of counterparts, including by way of electronic transmission where a Party signs a counterpart and sends it as a PDF to the other Party by email. All such counterparts, when taken together, shall constitute one and the same instrument and, notwithstanding the date of execution, will be deemed to bear the date of this agreement.

Electronic signing

A Party may sign this agreement by way of the application of that Party's electronic signature in accordance with Part 4 of the Contract and Commercial Law Act 2017.

Governing law and jurisdiction

This agreement, and any claims arising out of or in connection with it or its subject matter or formation (including non-contractual claims), will be governed by and construed in accordance with the laws of New Zealand and the Parties irrevocably submit to the [non-]exclusive jurisdiction of the courts of New Zealand for any matter arising under or relating to this agreement or its subject matter or formation or the relationships established by it (including non-contractual claims).