1. The Contractor's Appointment and Term of Agreement

1.1. Fixinc engages the Contractor named in Item 1 of Schedule 1 to this Agreement to provide the Services set out in Schedule 2, or as otherwise agreed between the parties in writing from time to time ("Services"), during the term of this Agreement.

1.2. The Contractor agrees to provide the Services from the Commencement Date set out in Item 2 of Schedule 1, at the times required by Fixinc. Fixinc anticipates regular Project(s) and hours for the Contractor but cannot guarantee this.

1.3. The Contractor will continue to provide the Services until the Completion Date set out in Item 3 of Schedule 1, unless the term of this Agreement is extended by Fixinc expressly in writing.

1.4. Fixinc and the Contractor agree that the term of the contract is open-ended to enable Fixinc to request the Services as and when required. Each request for Services in addition to the matters mentioned in Schedule 1, Item 7, will be treated as a new engagement for services ("Engagement"). The Contractor may choose whether to accept or decline an Engagement. If the Contractor accepts an Engagement, they must carry out the Services of that Engagement unless the contract is terminated in accordance with the terms of this Agreement. The terms of this Agreement apply to each Engagement for Services.

2. Fee

2.1. The Contractor will provide Services on a time-and-materials basis at the rates set out in Schedule 1, Item 4 (hourly or daily). Rates are exclusive of any applicable GST or similar sales tax.

2.2. The Contractor must submit accurate timesheets via Fixinc's nominated time-tracking tool. Fixinc may require reasonable supporting detail. Fixinc will not unreasonably withhold approval.

2.3. The Contractor will issue one invoice per calendar month in arrears for Services performed in that month, referencing: (a) period covered, (b) total approved hours/days by rate, (c) PO/reference (if issued or applicable), and (d) all required tax details to constitute a valid tax invoice.

2.4. Fixinc will pay valid, undisputed invoices within 20 days of receipt (Net 20). For any disputed amount, Fixinc will pay the undisputed portion and notify the Contractor of the reasons for dispute within 10 business days. The parties will work in good faith to resolve disputes promptly, and any resolved balance will be paid within 10 business days of resolution.

2.5. Payment to the Contractor is not contingent on Fixinc receiving payment from any client or third party.

2.6. Reimbursable expenses (if any) must be pre-approved in writing and claimed in accordance with the Expenses clause of this Agreement (including receipts and the specified claim procedure).

2.7. The Contractor is responsible for all taxes in their jurisdiction. Invoices must include any applicable GST or similar sales tax. Fixinc may withhold taxes where required by law and will provide reasonable evidence of such withholdings upon request.

2.8. Unless agreed otherwise in Schedule 1, invoices will be in NZD. Bank transfer fees and currency conversion charges are borne by the recipient's bank.

2.9. Any change to rates must be agreed in writing (email suffices) and recorded in Schedule 1 or a Statement of Work.

2.10. Fixinc may set-off any amounts due from the Contractor to Fixinc against amounts payable by Fixinc to the Contractor, acting reasonably and providing particulars.

2.11. Invoices must be submitted within 60 days of month-end for the month in which the Services were performed, unless Fixinc agrees otherwise in writing.

3. Commission

3.1. The Contractor may, at Fixinc's discretion, be eligible to receive Commission for eligible qualified and converted program sales with Fixinc. The details of any such Commission, including rates or amounts, will be specified in Schedule 1, Item 5. Commission is additional to any agreed fees under this Agreement.

3.2. Commission is conditional on Fixinc first receiving full payment from the relevant Client for the applicable Project or Services. Once Fixinc has received such payment in full, Commission (if applicable) will be paid to the Contractor within 30 days.

3.3. The Contractor may, at Fixinc's discretion, be eligible for Royalty Commission on Clients originally introduced by the Contractor during the term of this Agreement. Royalty Commission is payable only if the Client signs a new Project or Services Agreement with Fixinc after the original introduction. The amount of any Royalty Commission will be specified in Schedule 1, Item 5a.

3.4. Fixinc may introduce, vary, or withdraw any Commission or Royalty Commission arrangements at any time by giving written notice to the Contractor. The Contractor acknowledges that such arrangements are not guaranteed, are discretionary, and do not form part of the Contractor's core remuneration.

3.5. If this Agreement is terminated, Fixinc will have no ongoing obligation to pay Commission or Royalty Commission, except for amounts that were expressly confirmed in writing by Fixinc before the termination date and that meet the conditions set out in this Commission section.

3.6. The Contractor acknowledges that Commission and Royalty Commission are provided on a complimentary basis by Fixinc, and that the Contractor is not required under this Agreement to obtain new Clients for Fixinc.

4. Equipment

4.1. The Contractor will provide all necessary equipment for the performance of the Services set out in Schedule 2 and to complete their Services at an industry standard, including but not limited to computer, software, and telecommunications.

4.2. Fixinc may provide equipment and/or software-as-a-service (SaaS) tools at its discretion or where required for specific Services not included in Schedule 1, Item 7.

4.3. The Contractor acknowledges that any equipment provided by Fixinc (including but not limited to laptops, office furniture, printers, or phones) is supplied on a complimentary basis and solely for the purpose of assisting the Contractor in fulfilling their obligations under this Agreement. The Contractor will exercise reasonable care in using such equipment and must return it promptly on request or on termination of this Agreement.

4.4. The Contractor is responsible for any loss of, or damage to, Fixinc-provided equipment to the extent caused by the Contractor's negligence, wilful misconduct, or failure to return the equipment. This provision survives termination of this Agreement.

5. Expenses

5.1. The Contractor is responsible for all Expenses ("Expense/s") incurred by the Contractor in providing the Services except those specifically requested by Fixinc in writing for certain Services.

5.2. For any agreed Expenses with Fixinc, the Contractor shall submit all expense claims in accordance with the following procedures:

5.2.1. Expenses must be filed to the designated email address, accounts@fixinc.org in a timely manner, with claims submitted no later than 30 days from the date of expenditure.

5.2.2. All expenses must be invoiced with meticulous clarity, delineating each item and any applicable taxes, including New Zealand GST, in each row of the invoice.

5.2.3. Each expense claim must be accompanied by an official receipt that clearly specifies the originating organisation, substantiating the expense incurred.

5.2.4. Upon receipt of a duly completed expense claim, Fixinc shall process the payment within 20 business days of receipt.

5.3. The Contractor acknowledges and agrees to adhere strictly to these expense claim procedures throughout the duration of this Agreement.

5.4. All applicable Expenses claimed and processed are for the Contractor named in this Agreement only.

6. Insurance

6.1. The Contractor must maintain, at their own expense, the following minimum levels of insurance coverage for the duration of this Agreement, unless otherwise agreed in writing by Fixinc:

6.1.1. Professional Indemnity Insurance with a minimum coverage of $1,000,000 NZD (or equivalent in the Contractor's local currency) per claim, covering errors, omissions, or professional negligence arising from the Contractor's services;

6.1.2. Public Liability Insurance with a minimum coverage of $2,000,000 NZD per claim, covering personal injury or property damage caused by the Contractor's actions while performing services under this Agreement; and

6.1.3. Any other insurance policies required by law or reasonably required by Fixinc in writing, depending on the nature of the Contractor's work.

6.2. Proof of Insurance and Notification of Changes:

6.2.1. Before the Commencement Date, and upon request at any time during the term of this Agreement, the Contractor must provide Fixinc with written evidence of valid and current insurance policies that meet the requirements outlined in this Insurance section.

6.2.2. The Contractor must immediately notify Fixinc of any cancellation, expiration, or material change to any required insurance policy that affects Fixinc's interests.

6.2.3. The Contractor must ensure that all insurance policies remain valid for the entire duration of this Agreement.

6.3. Fixinc requires that the Contractor maintain their Professional Indemnity Insurance for a period of at least 3 years following the termination of this Agreement to cover any claims that may arise from their work performed under this Agreement. The Contractor acknowledges that failure to maintain this coverage is at their own risk.

6.4. Failure to obtain or maintain the required insurance coverage constitutes a material breach of this Agreement and may result in immediate termination of the Contractor's engagement and withholding of any outstanding payments until valid insurance documentation is provided.

7. The Contractor's Representations and Obligations

7.1. The contractor warrants that:

7.1.1. the Contractor has an appropriate level of skill, training, experience and competence to perform the Services to an acceptable standard and to a reasonable standard of workmanship expected in the profession or industry the Contractor represents;

7.1.2. there is no prohibition or restriction or other obligation which would preclude, prevent or hinder the Contractor providing the Services in accordance with this Agreement;

7.1.3. the Contractor has not knowingly failed to disclose to Fixinc any matter which might have materially influenced Fixinc's decision whether or not to engage the Contractor to perform the Services; and

7.1.4. the Contractor is aware that Fixinc is relying on these warranties.

7.2. The Contractor indemnifies Fixinc in respect of any and all claims giving rise to liability on the part of Fixinc in respect of a breach of clause 6.

7.3. The Contractor will, during the term of this Agreement:

7.3.1. perform the Services to the highest industry standards so as to promote and further the interests of Fixinc;

7.3.2. except with Fixinc's prior written consent, not delegate, subcontract, or have any other person perform the Contractor's obligations under this Agreement;

7.3.3. comply with all relevant laws applicable to the conduct of the Services and the operation of the equipment used in the performance of the Services;

7.3.4. comply with clause "8. Health and Safety" and the Health and Safety at Work Act 2015 or any substituted legislation, or consequential regulations, and Fixinc's health and safety policies, directives or procedures, as amended from time to time;

7.3.5. work with any employees or other contractors of Fixinc, as required, in a competent and professional manner;

7.3.6. notify Fixinc immediately on the cancellation or unavailability of conducting Services due to illness, injury or similar; and

7.3.7. comply with Fixinc's reasonable directions and instructions in relation to the performance of the Services.

8. Compliance with International Laws

8.1. Each Party represents, warrants, and covenants that it shall comply with all applicable international, national, and local laws, regulations, and standards relevant to its operations and activities under this Agreement. This includes but is not limited to:

8.1.1. Compliance with Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) laws to prevent financial crimes and illicit activities;

8.1.2. Adherence to laws and regulations prohibiting modern slavery, forced labor, human trafficking, and child labor, ensuring that no such practices occur within its operations or supply chains;

8.1.3. Observance of economic and trade sanctions, including those imposed by the United Nations (UN), the European Union (EU), and other relevant authorities, ensuring that no engagement or transactions occur with sanctioned entities or individuals;

8.1.4. Compliance with anti-bribery and anti-corruption laws, including but not limited to the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act (FCPA), and equivalent laws in relevant jurisdictions; and

8.1.5. Any other applicable laws and regulations related to ethical business practices, financial integrity, and corporate social responsibility.

8.2. Each Party shall establish, implement, and maintain adequate policies, procedures, and controls to ensure compliance with the obligations outlined in Clause 8.1. This includes conducting reasonable due diligence on business partners, suppliers, and subcontractors to mitigate risks associated with unethical or illegal practices.

8.3. If a Party becomes aware of any actual or suspected violation of the obligations set out in this clause, it shall promptly notify the other Party in writing and take appropriate steps to investigate, remediate, and mitigate any potential harm.

8.4. Compliance with this clause is a material term of this Agreement. If a Party is found to be in violation of any provision of Clause 8, the other Party reserves the right to:

8.4.1. Request an independent audit of the Party's policies, procedures, and compliance practices to verify adherence to legal and ethical requirements;

8.4.2. Require remedial action within a reasonable timeframe to rectify any identified non-compliance; or

8.4.3. Terminate this Agreement with immediate effect, without liability, if the violating Party fails to take appropriate corrective measures or if the breach is deemed significant and irreparable.

8.5. The Contractor acknowledges that failure to comply with this clause may result in serious reputational, financial, or legal consequences for Fixinc. As such, Fixinc reserves the right to conduct necessary due diligence and take any lawful measures to ensure continued compliance with international legal and ethical standards.

9. Health and Safety

9.1. The Contractor hereby acknowledges and agrees to diligently adhere to all applicable provisions outlined in the Health and Safety at Work Act 2015, or any relevant legislation or regulations governing health and safety standards within the jurisdiction, in strict accordance with the terms and conditions set forth in this Agreement. The Contractor must also comply with any equivalent health and safety laws, regulations, and obligations in the jurisdiction where the Services are performed.

9.2. In furtherance of their obligations under this Agreement, the Contractor shall meticulously observe and comply with all applicable health and safety laws, including but not limited to the New Zealand Health and Safety at Work Act 2015, as regulated by the New Zealand Ministry of Business, Innovation, and Employment (MBIE), and the Australian Work Health and Safety Act 2011. The Contractor must also comply with any additional health and safety protocols and regulations enforced at any site they are required to visit, inclusive of but not restricted to Fixinc office premises, client locations, or any other designated work areas. The Contractor shall familiarise themselves with and adhere to all site-specific safety guidelines, procedures, and protocols provided by Fixinc or the respective site authority.

9.3. The Contractor solemnly undertakes to exercise utmost caution and prudence in the execution of their duties and responsibilities under this Agreement, ensuring at all times that their actions do not pose any risk of harm, injury, or damage to other contractors, colleagues, clients, or guests of Fixinc. The Contractor shall maintain a vigilant stance to prevent any potential hazards or risks to the safety and well-being of individuals present at the worksite.

9.4. Furthermore, the Contractor expressly warrants that they shall not introduce, possess, or utilise any substances, materials, or items on the premises that may be deemed hazardous, dangerous, or potentially harmful to persons or property. Prohibited items include but are not limited to chemicals, drugs, weapons, explosives, or any analogous objects or substances with the potential to endanger life, health, or safety.

9.5. In the event of any breach, violation, or non-compliance with the stipulations outlined in the preceding clauses, Fixinc reserves the unequivocal right to enact immediate termination of this Agreement, without prejudice to any other rights or remedies available under law or equity. The Contractor shall be held liable for any resultant damages, losses, or expenses incurred by Fixinc, its members, contractors, or clients arising from such breach. Fixinc expressly reserves the prerogative to pursue legal recourse to rectify any costs, damages, or indemnification necessitated by the Contractor's contravention of the health and safety provisions delineated herein, including but not limited to litigation, restitution, or compensation measures, as deemed appropriate and justifiable by Fixinc.

10. Information Technology and Cyber Protection

10.1. Access to Intellectual Property and Systems: The Contractor acknowledges that during the term of this Agreement, they may have access to Fixinc's intellectual property or systems. The Contractor agrees not to grant access to any other party without prior acknowledgment and sign-off from a Director of Fixinc.

10.2. Account Management Upon Termination: Upon termination of this Agreement, the Contractor shall promptly hand over, cancel, or remove any accounts created during the course of engagement with Fixinc and provide evidence thereof to Fixinc.

10.3. Password Management and Two-Factor Authentication (2FA): The Contractor shall demonstrate evidence of a password management tool to Fixinc prior to commencing any engagement. Additionally, the Contractor shall ensure that 2FA is enabled wherever possible for all programs. Fixinc may, in most cases, facilitate the setup of 2FA, and the Contractor must continue to utilise this security measure.

10.4. Access to Fixinc Client Systems or Intellectual Property: In rare instances where the Contractor requires access to Fixinc Client systems or intellectual property, the Contractor agrees not to share such access with any other employee, contractor, or third party without written acknowledgment from a Director of Fixinc. The Contractor warrants that access to these materials will be utilised solely to fulfil the scope of work assigned and will not be misused for any purposes beyond the project scope. Any financial losses or impacts resulting from negligence or breach of data within a client's systems by the Contractor shall be borne by the Contractor, who shall indemnify Fixinc against any actions initiated by the client against Fixinc. Fixinc shall conduct thorough digital/cyber forensics to accurately document any breaches in accordance with this clause.

10.5. Use of Public Networks: When engaging in any Fixinc or Client work on public networks, the Contractor must utilise a VPN authorised by Fixinc.

10.6. Prevention of Security Risks: The Contractor shall not knowingly create opportunities for bad actors to target Fixinc or Fixinc's clients. This includes, but is not limited to, using basic passwords, sharing details on public forums, or utilising the same tools/logins for other clients or projects external to this Agreement.

10.7. Legal Ramifications: Fixinc reserves the right to take legal action against any acts that breach these clauses or pose risks to Fixinc or its clients.

10.8. These clauses shall be strictly adhered to throughout the duration of the Agreement, and shall continue to remain in full force and effect even after the termination of the Agreement. Any violations thereof may result in termination of the Agreement and may incur potential legal consequences.

11. Termination of the Agreement

11.1. Either party may terminate this Agreement by giving the other party the period of written notice set out in Schedule 1, Item 6.

11.2. Fixinc may terminate this Agreement without notice if the Contractor:

11.2.1. is charged with any criminal offence which in the reasonable opinion of Fixinc brings the Contractor, Fixinc or its clients into disrepute;

11.2.2. engages in conduct which is unlawful, exposes Fixinc to an appreciable risk of liability, or is otherwise not in accordance with acceptable business practices;

11.2.3. engages in conduct that is fraudulent, dishonest or otherwise constitutes serious misconduct or a serious neglect of their duties;

11.2.4. refuses, or in a material way fails to perform the Services;

11.2.5. commits an act of bankruptcy or presents, or has presented against them, a petition in bankruptcy or a sequestration order is made against them or they enter into a Scheme of Arrangement or any composition with their creditors or execute as a debtor a Deed of Arrangement or a Deed of Assignment;

11.2.6. is guilty of any breach of the terms of this Agreement and fails to rectify that breach within 7 days of receipt of a written notice which specifies the nature of the breach, and which also states that the breach is to be rectified within 7 days of the Contractor's receipt of the notice.

11.3. Either party may immediately terminate this Agreement by notice to the other in writing if at any time the other party goes into liquidation or becomes subject to receivership or official management or makes any arrangement or composition with its creditors.

11.4. Fixinc may terminate this Agreement if the Contractor fails to notify Fixinc within 72 hours of inability to conduct Services or fails to conduct appointments noted in Schedule 2 without warning. Fixinc will investigate the misconduct and present a written decision to the Contractor within 30 days of the misconduct. Fixinc may deduct from amounts payable to the Contractor any reasonable costs incurred by Fixinc in completing or rescheduling such appointments because of the Contractor's failure.

11.5. Termination of this Agreement will be without prejudice to the rights and obligations of the parties prior to termination. Termination will also be without prejudice to any of the provisions of this Agreement which are expressed to survive termination.

12. Duty to deliver up material

12.1. The Contractor, whenever requested by Fixinc, will deliver up to Fixinc all papers, writings, portable digital information storage devices (including but not limited to USB drives and external hard drives), and other material relating in whole or in part to the affairs of Fixinc or its business, which are in the possession, custody, or control of the Contractor during or upon termination of this Agreement.

12.2. The Contractor must provide Fixinc with all materials digitally developed, created, or modified as part of the Services, ensuring that Fixinc has full access to and ownership of such materials. Upon termination of this Agreement, or upon Fixinc's written request, the Contractor must delete or destroy all Fixinc-related materials in their possession, including backups, within three (3) years. The Contractor shall provide Fixinc with a written declaration confirming the deletion or destruction of such materials. Any retention of Fixinc-related materials beyond this period must be expressly authorised in writing by Fixinc.

13. Confidentiality

13.1. The Contractor must keep confidential and not disclose to any person without Fixinc's written consent, Fixinc's (or its clients') confidential information, including (but not limited to): trade secrets, supplier and customer lists, contractual, technical, financial, or business information, and any notes or developments arising from such information. This obligation continues after termination of this Agreement, except where disclosure is required by law or where the information is already public (other than through a breach of this Agreement).

14. Non-Disclosure Agreement ("NDA")

14.1. The Contractor acknowledges that they will also be bound by the terms of Fixinc's standard Non-Disclosure Agreement (NDA). A copy of the NDA will be provided to the Contractor, and its terms are incorporated into and form part of this Agreement as if set out in full. In the event of any inconsistency between this Agreement and the NDA, the stricter obligation of confidentiality will apply.

15. Intellectual Property

15.1. The Contractor acknowledges that all intellectual property created, developed, or arising specifically from the Services performed for Fixinc or Fixinc's clients under this Agreement ("Project IP") is owned by Fixinc. The Contractor assigns all rights, title, and interest in such Project IP to Fixinc upon creation.

15.2. For clarity, "Project IP" does not include any pre-existing intellectual property, tools, know-how, templates, software, methodologies, or materials owned or developed by the Contractor independently of this Agreement ("Background IP").

15.3. To the extent any Background IP is incorporated into or necessary for the use of Project IP, the Contractor grants Fixinc a perpetual, worldwide, royalty-free, irrevocable licence (with the right to sublicense to Fixinc's clients) to use, reproduce, modify, adapt, and exploit such Background IP as part of the Project IP.

15.4. The Contractor must not use or reproduce any intellectual property owned by Fixinc, other than as necessary to provide the Services under this Agreement, without Fixinc's prior written consent.

15.5. The Contractor will, at Fixinc's reasonable request, execute any documents or do anything necessary to secure Fixinc's ownership of Project IP or confirm the licence to Background IP as described in this clause.

15.6. Fixinc agrees that, subject to client approval, the Contractor may reference Projects delivered under this Agreement in their portfolio or marketing materials, provided that Fixinc and the Client are acknowledged in writing or digitally linked as collaborators.

15.7. This clause survives termination of the Agreement.

16. Privacy

16.1. The Contractor must comply with the Privacy Principles outlined in the New Zealand Privacy Act 2020 and with the Fixinc privacy policy, available upon request. The Contractor must also comply with all privacy, confidentiality, and data protection requirements imposed by Fixinc's clients where such requirements are communicated to the Contractor in writing.

16.2. The Contractor acknowledges that Fixinc may use the Contractor's personal profile and services with third parties for the purpose of promoting the business of Fixinc. Fixinc will ensure no personal details, including address or personal phone numbers are disclosed to third parties.

17. No partnership or employment

17.1. Nothing in this Agreement is intended to create a partnership between the Contractor and Fixinc, either jointly or separately. The Contractor acknowledges that it has no authority to bind Fixinc without Fixinc's specific consent. Nothing in this Agreement creates an exclusive relationship between the parties, and Fixinc may engage other contractors or service providers at its discretion.

17.2. This Agreement does not constitute evidence of a relationship of employee and employer between the Contractor and Fixinc. The parties acknowledge that the Contractor enters into this Agreement as an independent contractor and retains the ultimate responsibility for management and direction in relation to the provision of the Services.

17.3. The Contractor confirms that it has no claim against Fixinc for annual leave, sick leave, long service leave, public holidays or similar benefits, and the Contractor's right to payment only arises in respect of the actual provision of Services in accordance with this Agreement.

17.4. Notwithstanding the fact that the relationship between the parties is that of Independent Contractor and Principal (where "Principal" refers to Fixinc as the contracting entity), should the Inland Revenue Department (IRD) of New Zealand or any court determine that the relationship between the parties constitutes an employment relationship, or should the Contractor fail to comply with their obligations in relation to the payment of taxes referred to in Clause 2.5, the Contractor will indemnify Fixinc in respect of all liability for any costs, claims, damages, and expenses which Fixinc may become liable to pay as a consequence of such determination or failure on the part of the Contractor.

18. Fixinc May Obtain Services Elsewhere

18.1. The Contractor acknowledges that Fixinc may engage other independent contractors to carry out the same or similar services. This may include other independent contractors providing the same or similar services within the same activity or Service that the Contractor is engaged in or has scoped.

18.2. The division and allocation of available work between the Contractor and other independent contractors and/or employees engaged by Fixinc shall be at the sole discretion of Fixinc and may include (but is not limited to) a system where work is allocated on the basis of past performance.

18.3. Fixinc may engage other independent contractors to conduct Services if the Contractor fails to acknowledge an appointment or otherwise fails to perform the Services as required under this Agreement, or fails to complete Services noted in Schedule 2.

19. Disputes

19.1. In the event of any difference or dispute between Fixinc and the Contractor, the parties will act in good faith and first attempt to resolve the matter by discussion and agreement.

19.2. If the dispute cannot be resolved within 30 days of being raised in writing, the parties will refer the matter to mediation. Mediation will be conducted under the Arbitrators' and Mediators' Institute of New Zealand Incorporated ("AMINZ") Mediation Protocol, or such other protocol as the parties agree in writing. The mediator and their fee will be agreed between the parties, failing which the mediator will be appointed and their fee determined by the Chairperson of AMINZ.

19.3. If the dispute is not resolved through mediation within 30 days of appointment of the mediator (or such longer period as the parties agree), the dispute will be referred to arbitration. The arbitration will be conducted in New Zealand under the Arbitration Act 1996 (NZ) and in accordance with the AMINZ Arbitration Rules.

19.4. The arbitrator's decision will be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.

19.5. Nothing in this clause prevents either party from seeking urgent interim relief (including injunctive relief) from a court.

20. No assignment

20.1. Neither party to this Agreement may assign or otherwise deal with the whole or any part of it except with the prior written consent of the other party.

21. Severability

21.1. If anything in this Agreement is unenforceable, illegal or void then it is severed, and the rest of this Agreement remains in force.

22. Entire understanding

22.1. This Agreement is the entire Agreement and understanding between the parties on everything connected with the subject matter of this Agreement. It supersedes any prior Agreement or understanding on anything connected with that subject matter.

23. Variation

23.1. An amendment or variation to this Agreement is not effective unless it is in writing and signed by both the parties (Fixinc Consulting Partners Ltd and the Contractor).

24. Waiver

24.1. A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right.

24.2. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.

24.3. A waiver is not effective unless it is in writing.

24.4. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

25. Governing law and jurisdiction

25.1. This Agreement is governed by and must be construed in accordance with the laws of New Zealand.

25.2. Each party irrevocably submits to the exclusive jurisdiction of the courts of New Zealand in respect of any dispute, claim, or matter arising under or in connection with this Agreement.

26. Acceptance

26.1. For this Agreement to be binding, the Contractor named must accept and date via the form below. A copy will be saved on file with Fixinc and can be sent to the contractor upon request.