In this agreement unless the context otherwise requires:

‘Affiliate’ means in relation to any person, a company, trust (or the trustees of a trust acting in their capacity as trustees), partnership, corporation, association or any other legal entity, which Controls such person, or is Controlled by such person, or is under common Control with such person, including subsidiary or parent companies of such person.

‘Confidential Information’ means any information or data provided (whether in writing, orally, electronically or otherwise and whether directly or indirectly) by or on behalf of Tapuwae Roa to the Member as part of the Accelerator whether before or after the date of this agreement in connection with the Accelerator, including any course materials, documents, videos or publications in connection with the Accelerator but excludes information that:

a) when disclosed to or by the Member, is generally available to and generally known by the public, but not through breach of any obligation of confidentiality;

b) after disclosure to the Member becomes generally available to and generally known by the public but not through breach of any obligation of confidentiality;

c) is already known to or in the possession of the Member at the time of its disclosure by or on behalf of Tapuwae Roa or any Representative and is not the result of any breach of any obligation of confidentiality;

d) was acquired lawfully and in good faith by the Member from a third party which does not owe any obligation of confidentiality to Tapuwae Roa in relation to that information; or

e) is agreed by Tapuwae Roa in writing to be information to which this agreement does not apply.

‘Control’ means direct or indirect ownership of 50% or a greater percentage of voting shares or equity interests in the equity of any company, trust, partnership, corporation, association, or any other legal entity and/or the ability to control the direction and management of any company, trust, partnership, corporation, association or any other legal entity whether through contract, ownership of shares or other securities, or otherwise.

‘Accelerator’ means the Tupu Accelerator established by Tapuwae Roa.

‘Representative’ means in relation to any party, any director, officer, employee, Affiliate, shareholder, agent, consultant, representative or professional adviser of that party.

‘Terms of Participation’ means the terms upon which the Purapura has agreed to comply with as set out in the document entitled ‘Terms of Participation’ in the Tupu Accelerator dated on or about the date of this Agreement.

‘Tapuwae Roa’ means Te Pūtea Whakatupu Trust, in respect of which Te Pūtea Whakatupu Trustee Limited T/A Tapuwae Roa acts as trustee.

In interpreting this agreement, the following rules must be applied unless the context otherwise requires:

a) Headings: Clause and other headings are for reference only and are not an aid in interpretation.

b) Statutes: References to statutory provisions will include references to all regulations, orders, rules or notices made under that statute and references to a statute or regulation will be construed as references to those statutes or regulations as they may be amended or re-enacted or as their application is modified by other provisions from time to time.

c) Number and gender: Words importing the plural include the singular and vice versa and words importing one gender include the other genders.

d) Person: A reference to a ‘person’ includes a natural person, company, corporation, partnership, firm, joint venture, association of persons (whether corporate or unincorporated), trust, organisation, Government department, Minister of the Crown, state or agency of a state (in each case, whether or not having separate legal personality).

e) Includes: The word ‘includes’ in any form is not a word of limitation.

f) Interpretation: Nothing in this agreement is to be interpreted against a party solely on the ground that the party put forward this agreement or any part of it.

The Member acknowledges that:

a) any Confidential Information which has been or is communicated to it was or will be communicated on terms of strict confidentiality;

b) any Confidential Information communicated to the Member is to be used solely and exclusively for the Accelerator; and

c) Tapuwae Roa and its Representatives may be prejudiced or suffer damage, loss or liability as a result of any disclosure of the fact that Confidential Information has been provided to the Member or its Representatives, or of disclosure of any part of that Confidential Information to any unauthorised person.

The Member must:

a) preserve the confidentiality of the Confidential Information; and

b) take proper and appropriate precautions for the purpose of preserving the secrecy and confidentiality of Confidential Information, including all reasonable action to prevent any unauthorised person obtaining access to, and/or knowledge of, that Confidential Information or knowledge that the Confidential Information has been provided to the Member or its Representatives.

The Member may disclose Confidential Information held by the Member pursuant to a specific requirement of law or regulation or by a court of law, provided that if the Member is required to make a disclosure in a manner contemplated by this clause, provided that such disclosure may only be made:

a) to the extent necessary;

b) to the proper Participant; and

c) if the Member, unless prevented by law, has given prior written notice to Tapuwae Roa of the requirement and of the information to be disclosed, has allowed Tapuwae Roa an opportunity to comment on the requirement and has taken such comments into consideration (where reasonable) before making the disclosure.

Tapuwae Roa does not represent, warrant, or undertake (whether express or implied) the accuracy or completeness of any information disclosed or made available by Tapuwae Roa or any of its Representatives to the Member or any of its Representatives in connection with the Accelerator.

Tapuwae Roa does not represent, warrant, or undertake (whether express or implied) the accuracy or completeness of any information disclosed or made available by Tapuwae Roa or any of its Representatives to the Member or any of its Representatives in connection with the Accelerator.

If Tapuwae Roa so requests, the Member will promptly:

a) return, or procure the return of, all copies of the Confidential Information in the Members possession or control, or in the possession or control of a Representative; and

b) destroy or erase, or procure the destruction or erasure of, all copies of documents prepared by or for the Member which contain or reflect any of the Confidential Information,
and certify in writing (signed by the Member) to Tapuwae Roa the completeness of such return, destruction or erasure.

Nothing in clause 5.1 above applies to the extent that the Member is required by law to maintain records incorporating or referring to the Confidential Information.

The obligations and restrictions set out in this agreement will continue in full force and effect indefinitely, notwithstanding any termination of this agreement or the completion of the Accelerator.

This agreement contains the entire agreement between the parties with respect to its subject matter, sets out the only conduct relied on by the parties, and supersedes all earlier conduct and prior agreements and understandings between the parties in connection with its subject matter.

Each party must do anything (including executing agreements and documents) necessary to give full effect to this agreement and the transactions contemplated by it.

No amendment to this agreement will be effective unless it is in writing and signed by all the parties.

The member may not assign or transfer any of its rights or obligations under this agreement without the prior written consent of Tapuwae Roa.

No exercise or failure to exercise or delay in exercising any right or remedy will constitute a waiver by that party of that or any other right or remedy available to it.

If any provision of this agreement or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of this agreement and its application will not be affected and will remain enforceable to the greatest extent permitted by law.

Nothing in this agreement is intended to confer a benefit upon any third party for the contractual privity provisions of the Contract and Commercial Law Act 2017.

a) This agreement may be executed in two or more counterpart copies each of which will be deemed an original, and each of which together will constitute one and the same instrument.

b) A party may enter into this agreement by signing a counterpart copy and sending it to the other party (including by facsimile or email).

This agreement will be construed and take effect as a contract made in New Zealand and will be governed by New Zealand law. The parties submit to the non-exclusive jurisdiction of New Zealand courts.

The rights of the parties under this agreement are cumulative and are not exclusive of any other rights and remedies available to either party.

Each party will bear its own costs in relation to the negotiation, preparation, and execution of this agreement.