Licensing with Neuro Touch

Franchise Agreement

between
Neuro Touch Limited and
[name of Licencee]

SCB-635044-11-24-V1:NMG

Franchise Agreement

Date: 2023

Parties
Neuro Touch Limited (Neuro Touch)

[name of Licencee] (Licencee)

Background

1. Neuro Touch has developed the System for the use of the Services.

2. Neuro Touch provides or intends to provide the Services throughout New Zealand for

   use in conjunction with the System.

3. The System is confidential to Neuro Touch.

4. Neuro Touch uses the Trade Mark and the Identifying Marks in relation to the

   Business.

5. The Neuro Touch has agreed to grant a licence to the Licencee subject to the terms

   and conditions of this agreement and more particularly the:

Licenced Partner Level package Branded Partner Level package Expert Partner Level package

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Definitions

1. 1.1  In this agreement unless the context otherwise requires, terms given a meaning in the Schedule have that meaning.

   Interpretation

2. 1.2  In this agreement unless the context otherwise requires:

(a) A reference to a person includes any other entity or association recognised by

law and vice versa.

1. (a)  Words referring to the singular include the plural and vice versa.

2. (b)  Any reference to any of the parties includes.

(i) that party's executors, administrators or permitted assigns; or
(i) if a company, limited partnership, or any other body corporate, its

successors or permitted assigns or both.
(c) Where a party is made up of more than one person, the liability of each of those

persons is joint and several.
(b) Clause headings are for reference only.
(d) References to clauses and schedules are references to clauses of and

schedules to this agreement.
(c) References to money will be New Zealand currency, unless specified otherwise.

5. (e)  Expressions referring to writing will be construed as including references to

   words printed, typewritten or otherwise visibly represented, copied or

   reproduced (including by fax or email).

6. (f)  References to statutory provisions will be construed as references to those

   provisions as amended or re-enacted or as their application is modified by other

   provisions from time to time.

7. (g)  This agreement does not and is not intended to create any benefit under

   subpart 1 of Part 2 of the Contract and Commercial Law Act 2017.

8. (h)  All periods of time or notice exclude the days on which they are given and

   expire.

(d) Working Day means any day other than a Saturday, Sunday, or statutory

public holiday on which trading banks in New Zealand are open for business. A

Working Day is deemed to commence at 9.00 am and terminate at 5.00 pm.
(i) GST means goods and services tax pursuant to the Goods and Services Tax Act 1985. All amounts referred to in this agreement are to GST exclusive

amounts unless otherwise stated.

2. Licence Fee

1. 2.1  The Licencee will immediately pay the first monthly instalment of the Licence Fee to Neuro Touch on execution of this agreement by both parties.

2. 2.2  All Licence Fees are non-refundable.

3. 2.3  The Licencee has no rights under this agreement until the first instalment of the

   Licence Fee is paid

4. 2.4  The Licencee will pay the annual Licence Fee to the Licensor within 10 working days

   of the date of invoice.

3. Grant of licence

3.1 Subject to clause 2.2 Neuro Touch:grants the Licencee a licence to provide the services using the System and the Identifying Marks in the Market Area from the Commencement Date and continues for a period of 12 months (Initial Term). It is

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automatically renewed by the Customer for additional 12-month terms (Renewal Terms) unless the either party gives the other 60 days’ written notice before expiry of the then current Term that it does not wish to renew this agreement.

4. Neuro Touch's activities within the Market Area
4.1 Neuro Touch will not provide the Services, use the System or carry on the Business

in the Market Area in competition with the Licencee during the Term .

5. Independent Licencee; employees; sub-Licencees

1. 5.1  The Licencee is an independent contractor and not an employee, representative or agent of Neuro Touch.

2. 5.2  The Licencee is responsible for all taxation, Accident Compensation Corporation levies, public liability insurance cover and all other insurance necessary for the professional operation of the Business.

3. 5.3  The Licencee will maintain the insurance required as part of the Insurance Requirements and maintain insurance against any other risks for amounts reasonably required by Neuro Touch from time to time.

   1. (a)  The insurance must be with a reputable insurer carrying on business in New

      Zealand.

   2. (b)  The Licencee will provide evidence to Neuro Touch of the policies and payment

      of the premiums on demand.

4. 5.4  Subject to the prior written approval of Neuro Touch the Licencee may use

   employees and subcontractors to perform its obligations to the Neuro Touch under

   this agreement.

5. 5.5  Neuro Touch will not unreasonably withhold consent, provided the employees or

   subcontractors have under gone adequate training by Neuro Touch.

6. 5.6  Nothing in this clause affects the Licencee's obligations under clause16.

7. Training

7.1 The Licencee will attend initial training as required by Neuro Touch. All accommodation, food, travel and other expenses of the Licencee during the Training Period will be at the Licencee's cost.

8. Continuing training
8.1 Neuro Touch will (at its own cost) provide the Licencee further on-going training and

instruction in the Business in accordance with the Licencee’s relevant Partner Level. 9. Manual

1. 9.1  The Neuro Touch will give the Licencee a copy of its current Manual and any updates.

2. 9.2  The Manual and updates remain the property of the Neuro Touch who will have copyright in all such items.

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10. Limitation of liability – supply of services

1. 10.1  The liability of the Neuro Touch for any loss, expense, damage or liability arising directly or indirectly from any defect in the System, Services or Manual is limited to the Maximum Liability Sum for all claims during the term.

2. 10.2  The Neuro Touch is not liable for any consequential or indirect or special damage or loss of any kind.

3. 10.3  The Licencee may not claim for damages or for repudiation of any contract for the Services unless the Licencee:

   1. (a)  notifies the Neuro Touch of any defect or alleged defect in the System, Services

      or Manual immediately after becoming aware of the defect or alleged defect;

      and

   2. (b)  provides full particulars of the defect or alleged defect to Neuro Touch in writing

      within 7 days of becoming aware of it.

11. Supply of services

1. 11.1  The Licencee will provide the Licencee's services to its clients to the standards reasonably required by Neuro Touch.

2. 11.2  The Licencee indemnifies Neuro Touch against any loss, claim, damage, expense, liability or proceeding suffered or incurred at any time by Neuro Touch and arising from any services supplied by the Licencee to its clients.

12. Neuro Touch's undertakings

12.1 The Neuro Touch will:

1. (a)  provide marketing and technical advice to the level specified in the elected

   Partner Level package to the Licencee from time to time;

2. (b)  make available to the Licencee any improvements or innovations to the

   Services and the System available under the Partner Level; and

3. (c)  reasonably monitor the standard of service provided by other Licencees to clients to ensure a high level of service and uniformity from all its franchise

   holders.

13. Licencee's undertakings

13.1 The Licencee will:

1. (a)  promptly commence providing the Services and establishing the Licencee's

   Business in the Market Area;

2. (b)  comply at all times with the procedures and standards of service, quality and

   advertising set out in the Manual or as prescribed by Neuro Touch from time to

   time;

3. (c)  use only the Identifying Marks and other signs, colour schemes, marks and

   logograms approved by Neuro Touch in writing;

4. (d)  use only the equipment approved by Neuro Touch in writing;

5. (e)  use its best endeavours to maximise the sales of the Services and use of the

   System by clients of the Licencee;

6. (f)  not be involved in anything that materially and adversely affects the Business,

   the Licencee's Business or the goodwill of any of the Identifying Marks;

7. (g)  not conduct the Business outside the Market Area; and

8. (h)  pay the Neuro Touch any costs incurred by Neuro Touch in remedying any

   default of the Licencee under this agreement or in enforcing or attempting to enforce any provision of this agreement (including legal fees and interest).

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13.2 Neuro Touch may, without being guilty of any trespass or tort, after giving reasonable notice to the Licencee enter the Licencee's business premises to determine if the Licencee is complying with this agreement.
(a) Neuro Touch may:

1. (i)  remove any chattels;

2. (ii)  prevent the provision of the services; and/or

3. (iii)  take any other action,

(i) if the Neuro Touch considers such actions to be reasonable to remedy or prevent any breach of the Licencee's obligations under this agreement.

13.3 The Licencee will pay Neuro Touch interest on all money from time to time overdue under this agreement at the current commercial overdraft rate of the registered trading bank used by the Neuro Touch as its principal bankers.

14. Trade marks

1. 14.1  Neuro Touch may require the Licencee to be registered as a user of the Trade Mark.

2. 14.2  The Licencee will not use the Trade Mark except as a registered user and will not register any similar mark to the Trade Mark or assert that it has any rights in addition

   to those set out in the agreement.

3. 14.3  If this agreement ends for any reason both parties will do everything necessary to

   cancel the Licencee as a registered user of the Trade Mark.

4. 14.4  The Licencee appoints Neuro Touch as its attorney to execute any documents and do

   everything that may be necessary for the purposes of clause 14.3.

5. 14.5  Neuro Touch will at all times own and maintain control of any domain name and web content to the extent that such things exist and relate to the Licencee's Business or in any way refer to the Trade Mark. The Licencee must not register a domain name or have its own website in any way referring to the Products or the Trade Mark without

   Neuro Touch's prior written consent on terms to be agreed by the Parties.

15. Advertising

1. 15.1  The Licencee will not display any sign or advertising of any kind except the Identifying Marks without the prior written approval of Neuro Touch.

2. 15.2  The approval will not be unreasonably withheld if the sign or advertising is not prejudicial to the Business and complies with Neuro Touch's reasonable standards.

3. 15.3  The Licencee will first discuss any proposed advertising in the Market Area with Neuro Touch to co-ordinate it with the general advertising for the Business and any advertising by other Licencees.

16. Assignment

1. 16.1  The Licencee may only:
   (a) assign, sell, or otherwise dispose of any right or obligation under this

   agreement;

   2. (b)  mortgage, charge, or encumber any right or obligation under this agreement;

   3. (c)  have an obligation under this agreement performed by any third party;

   if the Neuro Touch consents in writing first.

2. 16.2  Neuro Touch may require that:

(a) the Licencee pays all fees and expenses (including legal fees) that Neuro

Touch incurs in connection with the proposed assignment or dealing, including investigating the proposed assignee or other third party; and

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(b) the assignee or other third party agrees in writing to comply with the Licencee's obligations under this agreement as if they were an original contracting party to the agreement.

3. 16.3  Neuro Touch may not otherwise unreasonably withhold consent to any matter referred to in clause 16.1.

4. 16.4  If the Licencee is a company any effective change in the control of the company (including but not limited to the transfer of the beneficial ownership of more than 25% of the shares in the Licencee (or its holding entity) since the Commencement Date) will be an assignment for the purposes of this clause.

17. Termination

1. 17.1  This agreement continues until ended:

   1. (a)  by expiry of the Term or any renewed term (if applicable);

   2. (b)  by agreement between the parties; or

   3. (c)  in accordance with clause 17.2.

2. 17.2  Neuro Touch can end this agreement by notice in writing to the Licencee (Termination Notice) if the Licencee:

   1. (a)  does not fulfil any of its obligations under this agreement and the default is

      either:

      1. (i)  an essential breach; or

      2. (ii)  not an essential breach but has not been remedied 14 days after the

         Licencee receives written notice of the default, but Neuro Touch cannot end this agreement under this clause 17 if the default cannot be remedied before the Licencee receives the Termination Notice;

   2. (b)  commits an act of bankruptcy or makes any assignment or composition with its creditors;

   3. (c)  becomes liable to be placed in liquidation;

   4. (d)  cannot pay its debts when they fall due, or is deemed not to be able to pay

      them in accordance with section 287 the Companies Act 1993;

   5. (e)  suspends payment to its creditors or ceases or threatens to cease operating or convenes a meeting of its creditors to propose a scheme of arrangement with

      them;

   6. (f)  has a liquidator appointed or its board or shareholders propose or pass a

      resolution to appoint a liquidator;

   7. (g)  has a receiver, manager or statutory manager (or similar) appointed;

   8. (h)  has an application for it to be placed in liquidation presented or advertised;

   9. (i)  passes or purports to pass a resolution for it to be placed in liquidation;

   10. (j)  transfers or disposes of a substantial part of its assets for inadequate

       consideration, or threatens to do so;

   11. (k)  has an order made for more than $5,000 against its property or assets;

   12. (l)  has a final judgment for more than $5,000 against it which remains unpaid for

       14 days; or

   13. (m)  repurchases its share capital or convenes a meeting of its shareholders to

       resolve to do so without the other's prior written consent.

3. 17.3  For the purposes of clause 17.2(a)(i) the failure by the Licencee to fulfil any of its

   obligations will be an “essential breach” if:

   1. (a)  the default cannot be remedied; or

   2. (b)  the Licencee:

      1. (i)  is in default under the provisions of clause13.1; or

      2. (ii)  has kept inaccurate records and accounts to the extent that Neuro Touch

         is entitled to terminate this agreement in accordance with clauseError! Reference source not found..

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4. 17.4  Any termination of this agreement will be without prejudice to the rights of either party arising prior to termination.

5. 17.5  Nothing in clause 17 affects the operation of any clauses in this agreement that are expressed or implied to have effect after its termination.

18. Licencee's obligations on termination

1. 18.1  If this agreement ends for any reason the Licencee will:

   1. (a)  return to Neuro Touch all Manuals provided to the Licencee (without taking

      copies of the Manuals);

   2. (b)  immediately stop using all the Identifying Marks, signs and forms of advertising

      associated with the Business;

   3. (c)  immediately stop carrying on the Business; and

   4. (d)  at the request of Neuro Touch deliver to Neuro Touch everything bearing any of

      the Identifying Marks subject to payment of their reasonable market value.

2. 18.2  If Neuro Touch determines in good faith that the Licencee has not complied with

   clause 18.1 within 30 days of termination of this agreement Neuro Touch may:

   1. (a)  enter the Licencee's premises and remove all Manuals; and

   2. (b)  take all other action that is reasonably necessary to ensure compliance,

   at the expense of the Licencee.

3. 18.3  If the Licencee is a company with a name incorporating words associated with the Identifying Marks or the Business the Licencee will change its name immediately on termination and will not then carry on business under its previous name or any similar name.

19. Restraint of trade

19.1 The Licencee will not at any time during the period of 3 years from the date of the end of this agreement be directly or indirectly interested, engaged or concerned within the Market Area in:

1. (a)  the Business;

2. (b)  any similar business; or

3. (c)  a business in competition with any business operated by Neuro Touch during

   the year immediately prior to the end of this agreement.

20. Corporate Licencee

20.1 If the Licencee is a limited company:

1. (a)  Every director of the Licencee must enter into a joint and several guarantee,

   restrictive covenant and secrecy undertaking in the form attached.

2. (b)  Any change or appointment of directors of the Licencee must be approved by Neuro Touch. Neuro Touch will not unreasonably withhold its approval to the appointment or change if it does not materially and adversely affect the

   Licencee's Business or the Business.

3. (c)  The Licencee must not allot any shares or approve any transfer of shares

   without the prior approval of Neuro Touch that will not unreasonably withhold its

   approval.

4. (d)  The occurrence of any event or circumstance in relation to any of the directors

   or shareholders of the Licencee that if it had happened in respect of the Licencee would have constituted a ground for termination of this agreement by Neuro Touch pursuant to clause 21 enables the Neuro Touch to end this agreement.

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(e) Unless Neuro Touch approves a responsible employee of the Licencee as the manager of the Business at least one of the directors of the Licencee must devote his or her full efforts to the conduct of the Business during normal business hours.

21. PPSA

1. 21.1  The Licencee grants and Neuro Touch will be entitled to register a security interest in all present and after acquired personal property of the Licencee to secure all payments and obligations to be performed under this agreement under the Personal Property Securities Act 1999 (PPSA).

2. 21.2  The Licencee agrees, to the extent permitted by law, that the Licencee will have no rights under the following provisions of Part 9 of the PPSA to:

   1. (a)  receive a notice under section 114(1)(a);

   2. (b)  receive a statement of account under section 116;

   3. (c)  receive notice of any proposal of the Neuro Touch to retain collateral under section 120(2);

   4. (d)  object to any proposal of Neuro Touch to retain collateral under section 121;

   5. (e)  not have goods damaged in the event that Neuro Touch were to remove an

      accession under section 125;

   6. (f)  refuse permission to remove an accession under section 127;

   7. (g)  receive notice of the removal of an accession under section 129;

   8. (h)  apply to the Court for an order concerning the removal of an accession under

      section 131; and

   9. (i)  reinstate the contract under sections 133 and 134.

3. 21.3  The Licencee further agrees that where Neuro Touch has rights in addition to those under Part 9 of the PPSA, those rights will continue to apply.

4. 21.4  The Licencee waives its right under the PPSA to receive a copy of any Verification Statement (as that term is defined in the PPSA).

22. Confidential information

1. 22.1  The Licencee will treat as secret and confidential and will not disclose or permit to be disclosed to any person any information relating to:

   1. (a)  the Services or the System; or

   2. (b)  the technology, technical processes, business affairs or finances of the Neuro

      Touch or any other Licencee of Neuro Touch

   where the knowledge or details were received during the period of this agreement.

2. 22.2  The Licencee’s obligations in clause 22.1 do not extend to any information that is or becomes generally available to the public other than as the result of a breach of the Licencee's obligations under this clause.

3. 22.3  The Licencee will be responsible for all of the Licencee's advisers and staff and any breach by them of this clause 22 will be deemed to be a default by the Licencee.

4. 22.4  The obligations of the parties under this clause survive the expiry or the termination of this agreement.

23. Severance

23.1 If any provision of this agreement is held to be unenforceable, illegal, or invalid by any court or tribunal:

(a) the rest of this agreement will remain in full force and effect;
(b) the parties will co-operate to ensure that the spirit and intention of this

agreement is carried out as far as is reasonably possible; and

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Franchise Agreement 10 (c) the parties will, if necessary, amend this agreement accordingly.

24. No partnership or agency

24.1 Nothing in this agreement constitutes the parties as partners, joint venturers, or agents for each other, or gives to any party the rights or the liabilities of a partner, joint venturer, or agent. No party has any authority to bind the other or act on its behalf except as set out in this agreement.

25. Indemnity

25.1 Without limiting any rights or remedies of Neuro Touch, the Licencee indemnifies Neuro Touch and its officers, employees and agents, as a continuing indemnity, against any loss, claim, damage, expense, liability or proceeding suffered or incurred at any time by Neuro Touch occurring as a result of, or resulting directly or indirectly out of, or in connection with:

1. (a)  the Licencee's conduct of the Business; or

2. (b)  any breach of the Licencee's obligations, undertakings, or warranties under this

   agreement.

26. Notices

1. 26.1  Any notice or other communication (Notice) given under this agreement must be in writing.

2. 26.2  A Notice may be served personally or sent to the relevant party's communication points as listed in the Schedule.

3. 26.3  Each party will notify the other in writing of any changes to the communication points.

4. 26.4  Notices are deemed served at these times when:

   1. (a)  given personally, on delivery;

   2. (b)  sent by email are served when they are deemed to have been received in

      accordance with Part 4 of the Contract and Commercial Law Act 2017.

5. 26.5  Any Notice served on a Saturday, Sunday, or public holiday is deemed served on the

   first Working Day after that day.

6. 26.6  A Notice may be given by an authorised officer, employee or agent.

7. 26.7  If the party is a:

   1. (a)  natural person the Notice may be given to that person or the Representative named in the Schedule, if any;

   2. (b)  partnership the Notice may be given to any partner or the Representative named in the Schedule, if any; or

   3. (c)  company or limited partnership the Notice may be given to a director of that party or a director of the general partner of that party or the Representative named in the Schedule, if any.

8. 26.8  If a person refuses to accept the Notice, it may be brought to their attention and left in a place accessible to them.

9. 26.9  Time is of the essence in giving notice under this agreement.

27. Dispute resolution – mediation

27.1 If either party has any dispute with the other in connection with this agreement:

1. (a)  that party will promptly give full written particulars of the dispute to the other;

   and

2. (b)  the parties will promptly meet together and in good faith try to resolve the

   dispute.

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2. 27.2  If the dispute is not resolved within 7 days of written particulars being given (or any longer period agreed to by the parties) the dispute will be referred to mediation by either party giving written notice of such referral to mediation to the other.

3. 27.3  Until mediation ceases, neither party may commence legal proceedings.

4. 27.4  The mediation procedure is:

   1. (a)  the party who wishes to resolve a dispute must give a notice of dispute to the other party;

   2. (b)  the notice must state that the dispute has arisen, and state the matters in dispute;

   3. (c)  when the notice has been given the parties will appoint a mediator. If they fail to appoint a mediator within 14 days, on request by either party, the mediator will be appointed by the President of the New Zealand Law Society or the President's nominee;

   4. (d)  the parties must co-operate with the mediator in an effort to resolve the dispute;

   5. (e)  if the dispute is settled, the parties must sign a copy of the terms of the

      settlement;

   6. (f)  if the dispute is not settled within 14 days after the mediator has been

      appointed, or within any extended time that the parties agree to in writing, the

      mediation must cease;

   7. (g)  each party must pay a half share of the mediator's fee and costs including

      travel, room hire, refreshments etc.;

   8. (h)  the mediator may engage an appropriately qualified expert to give an opinion on

      technical matters. The cost will be a mediator's cost.

5. 27.5  The terms of settlement bind the parties and override the terms of this agreement if

   there is any conflict.

6. 27.6  The terms of settlement may be used as evidence in any mediation or legal

   proceedings.

7. 27.7  Written statements given to the mediator or to one another, and any discussions

   between them or between them and the mediator during the mediation are not

   admissible by the recipient in any legal proceedings.

8. 27.8  This clause will not apply to an application by either party seeking urgent interlocutory

   relief from any court.

9. 27.9  Pending resolution of any dispute the parties will perform this agreement in all

   respects including performance of the matter which is the subject of dispute.

10. 27.10  Nothing in this clause requires Neuro Touch to first mediate any dispute relating to

    the Services, System, Manual or the Identifying Marks.

28. Acknowledgement as to advice given

1. 28.1  The Licencee acknowledges that:

   1. (a)  in assessing the suitability of the Licencee;

   2. (b)  in giving advice to the Licencee; and

   3. (c)  in assisting the Licencee in establishing the Business,

   Neuro Touch bases its advice and recommendation on experience actually obtained in practice and is not giving any guarantees or warranties beyond expressing a view based on its previous experience and the degree of success, or lack of success, in its dealings and the business of its other Licencees.

2. 28.2  The Licencee acknowledges that it has been advised by Neuro Touch:

   1. (a)  to discuss this agreement with:

      1. (i)  other Licencees of the Neuro Touch; and

      2. (ii)  the Licencee's professional advisers; and

   2. (b)  that the Licencee must decide whether or not to enter into this agreement

      relying on the Licencee's own judgment after considering the advice of those people.

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29. Entire agreement

29.1 This agreement constitutes the entire agreement between the parties as to its subject. It supersedes and cancels any previous agreement, understanding, or arrangement whether written or oral. The parties agree that it is fair and reasonable that this clause is conclusive between them, as required by section 50 of the Contract and Commercial Law Act 2017.

Signed by the parties

Signed for and on behalf of Neuro Touch Limited as Neuro Touch by Paige West, its duly authorised officer in the presence of:

Signature of witness Name of witness Occupation
Address

Signed by [name of Licencee] as Licencee by:

Director’s signature

Director’s full name

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Paige West

Director’s signature

Director’s full name

Franchise Agreement

Signed by Guarantor in the presence of:

Signature of witness Name of witness Occupation
Address

13

Guarantor

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Directors' and Shareholders' Guarantee

To: Neuro Touch Limited

The Directors and Shareholders in consideration of the Neuro Touch entering into the attached agreement:

1. Guarantee the due performance by the Licencee of all of the Licencee's obligations in

   the agreement.

2. Agree:

   1. (a)  to personally comply with the Restraint of Trade, Confidentiality and Dispute Resolution provisions in the agreement as if they were parties to the agreement as Licencee; and

   2. (b)  not to prove in any winding up of the Licencee in competition with the Neuro Touch; and

   3. (c)  the failure of any shareholder or director to sign this guarantee will not invalidate the guarantee by those who do sign it.

3. Waive all rights as surety, legal, equitable, statutory or otherwise and agree to accept responsibility for the performance of the Licencee's obligations as if they were primarily liable for them.

4. Acknowledge and agree that the guarantee in clause 1:

   1. (a)  is a continuing guarantee; and

   2. (b)  is given jointly and severally; and

   3. (c)  will continue if the agreement is renewed; and

   4. (d)  will continue to be binding and at all times enforceable by the Neuro Touch notwithstanding the liquidation or death or insolvency of the Licencee or any of them.

Date:

Signed by the Directors in the presence of:

Signature of witness Name of witness Occupation
Address

the Directors

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Franchise Agreement

Signed by the Shareholders in the presence of:

Signature of witness Name of witness Occupation
Address

15

the Shareholders

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Partner Levels

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