THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BUTTERWORTHS OF NEW ZEALAND LIMITED (“Butterworths”)

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LEXISNEXIS NZ LIMITED (“LexisNexis”)

LexisNexis supplies all Licensed Products identified in this Agreement on the terms set out below. Before using the Licensed Products you should carefully read these terms. Using the Licensed Products indicates your acceptance of them.

If you do not agree to these terms then please do not open the packaging or use the Licensed Products but return them, together with all other materials supplied with them, to LexisNexis Customer Service.

Also, this Agreement is the entire agreement between us as to this subject matter, and in relation to that subject matter, supersedes any prior understanding or agreement between us and any prior condition, warranty, indemnity or representation imposed, given or made by either of us.

APPLICATION OF LICENCE

This Licence applies to the Licensed Products contained in this package or described in the Schedule which accompanies this Agreement. The Licensed Products included in this package are protected by copyright. LexisNexis grants you a licence to use the Licensed Products only in accordance with the terms of this Agreement. You obtain no rights or licence other than the licence granted under this Agreement.

Unless otherwise stated in the Schedule to this Agreement, you may use the Licensed Products on up to 30 individual computers (either networked or standalone). You may increase the agreed number of Licensed computers by notifying LexisNexis, signing an amended schedule and paying any charges applicable for additional licences.

LICENCE TERMS

1 DEFINITIONS

“Copy” means a copy in any form, including a printed copy, a photocopy, an electronic copy and a digital copy, and “to copy” means to copy or reproduce in any form.

“Licensed Products” means each of the products supplied to you, including:

(a) all information and software (if any) supplied by LexisNexis as part of that product;

(b) the Media (if any) on which that information and software (if any) is supplied by LexisNexis; and

and “Licensed Product” means any one of them.

“Media” means any media on which computer programs or data may be recorded, including CD-ROM or disk.

“Site” means your address as specified on the order form.

2 WHAT YOU MAY DO WITH THE LICENSED PRODUCTS

2.1 In consideration of payment of the fee specified by LexisNexis for a Licensed Product and subject to clauses 2.2, 2.3 and 6.1 below, LexisNexis grants you a non-transferable, non-exclusive licence:

(a) to load and run that Licensed Product on suitable computer equipment at the Site;

(b) to copy parts (but not all) of the Licensed Product as reasonably required for the purpose of supplying professional services to your clients, e.g., a lawyer supplying legal advice to clients or an accountant supplying accounting services to clients; and

(c) if the Licensed Product includes precedents, to copy and modify those precedents for your internal use or as reasonably required for the purpose of supplying professional services to your clients.

2.2 You may not supply a copy of any part of a Licensed Product except as an incidental and ancillary service provided to your clients as part of your professional services. You may not supply a copy of part or all of a Licensed Product to any one or more of your clients as a separate service.

2.3 For each copy you are permitted to make, you must:

(a) include a statement on the copy that:

• identifies the Licensed Product as the source of that copy; and

• identifies LexisNexis as the owner of the copyright in the copy; and

(b) not remove any copyright or authorship notice included in the original Licensed Product.

3 ACKNOWLEDGEMENT OF OWNERSHIP OF PROPERTY IN LICENSED PRODUCTS AND OWNERSHIP OF MEDIA

3.1 You acknowledge:

(a) the Licensed Products are protected by copyright owned either by LexisNexis or LexisNexis’ suppliers; and

(b) you obtain no copyright or other property rights in relation to any Licensed Product (although risk in the Media passes to you on delivery).

4 UPDATES AND EXPIRY DATES

4.1 Updates for a Licensed Product will be charged as and when they are published and LexisNexis will supply you with such updates as they become available upon the following conditions:

(a) by installing or using any update you agree that the update will be subject to the licence conditions set out in this Agreement; and

(b) you must destroy the media (if any) on which the previous update of that Licensed Product was supplied.

4.2 If a Licensed Product is subject to an expiry date:

(a) that Licensed Product will contain expiry dates set to operate after receipt by you of replacement updates; and

(b) on termination of this Agreement for that Licensed Product in accordance with clause 8:

(i) that Licensed Product will expire on the expiry date set out in the documentation for the Licensed Product or in the most recent replacement update supplied to you; and

(ii) you must destroy all copies of that Licensed Product.

5 LICENCE RESTRICTIONS

N/A

6 RESTRICTIONS ON USE

6.1 Except as expressly permitted under this Agreement, you must not:

(a) copy part or all of any Licensed Products;

(b) copy any software included in Licensed Products;

(c) where the Licensed Product includes search and retrieval software, convert that Licensed Product into an electronic format other than the one in which it was supplied;

(d) merge any Licensed Product with any other database;

(e) modify, adapt, translate, tamper with, reverse engineer or otherwise derive source code for any Licensed Product (or attempt to do any of those things);

(f) use any Licensed Product at any other location other than the Site;

(g) sell, rent, lend or otherwise supply any Licensed Product to any other person;

(h) sub-license your rights under this Agreement to any other person; or

(i) assign or otherwise transfer your rights under this Agreement to any person other than a purchaser of your business;

(j) enable products to be used, viewed or searched with software other than that supplied with the product;

(k) enable product to be used in an internet, intranet or extranet environment.

7 SERVICES YOU MUST SUPPLY YOURSELF

7.1 You acknowledge that to use the Licensed Products fully you must:

(a) supply your own suitable computer hardware and software (except software included in Licensed Products), and keep it in good working order; and

(b) train your personnel to use the Licensed Products.

8 HOW DOES THIS AGREEMENT TERMINATE?

8.1 You may terminate your licence for a Licensed Product by giving written notice of cancellation of your subscription for the Licensed Product.

8.2 LexisNexis may terminate this Agreement for one or more of the Licensed Products at any time with immediate effect, by giving written notice to you, if you:

(a) fail to pay part or all of any Fee; or

(b) breach any other provision of this Agreement, and fail to remedy such breach within 28 days after receiving written notice requiring you to do so.

9 LEXISNEXIS MAKES NO WARRANTIES

9.1 LexisNexis makes no express warranties under this Agreement, including any warranty that any Licensed Product is or will be complete or free from errors.

9.2 The terms of this Agreement replace all other terms, representations or warranties and all such terms, representations and warranties (save any which may not lawfully be excluded) are expressly excluded, including, without limitation, the implied warranties of merchantability and fitness for any particular purpose. Where the Licensed Products are used for the purposes of a business, you agree that the provisions of the Consumer Guarantees Act 1993 shall not apply.

10 LEXISNEXIS EXCLUDES AND LIMITS LIABILITY

10.1 LexisNexis excludes, for itself and for any supplier of software or other materials incorporated in any Licensed Product, all liability for all claims, expenses, losses, damages and costs made against or incurred or suffered by you directly or indirectly (including, without limitation, lost costs, profits and data) arising out of:

(a) your use or misuse of any Licensed Product;

(b) your inability to use any Licensed Product;

(c) negligence of LexisNexis or its employees, contractors or agents, or of any supplier of software or other material incorporated in the Licensed Product, in connection with this Agreement; or

(d) termination of this Agreement by either party for any reason.

10.2 LexisNexis’ liability to you for breach of any:

(a) express provision of this Agreement; or

(b) condition or warranty that by law may not be excluded; is limited at LexisNexis’ option, to replacing defective goods or refunding the price paid by you for such goods.

11 GOVERNING LAW

11.1 This Agreement is governed by the laws of New Zealand and the Courts of New Zealand shall have non-exclusive jurisdiction and determine any dispute between us.