CLSA AUSTRALIA RESEARCH TERMS SCHEDULE
1.

(a)the Terms
schedule;(b)

the provisions of any separate agreement
between a CLSA Entity and you in relation
to Research, if applicable;(c)any disclaimer and/or terms and conditions
attached or included in any Research
Publication; andofBusinessincludingthis(d)any Regulatory Requirements.

3.

No personal advice or guarantees byCLSA

3.2

3.4

We shall not be obliged to ensure that any
research, recommendation or information wegive you, or any information on which it isbased, will be given before or at the same time
as such is made available without any part of
the CLSA Group or to any other person,
including without limitation our Affiliates orother clients. Any research, recommendation or
information which we do provide to you, andany information on which it is based, may havebeen acted upon and used in advance by us or
any Affiliates for any purpose.

4.

Licence to use Research

4.1

CLSA hereby grants you a non-exclusive,
non-transferable,licencetouse
theResearch solely for your internal businesspurposes. You agree that you will not
reproduce, copy, duplicate in any form or by
any means, or provide, or otherwise makeavailable, or distribute, any of the Research(in whole or part) to any person without ourprior written consent.

4.2

You must not assign or otherwise transfer,or grant sub-licences in respect of, all or
any of your rights in relation to the use of
Research without our prior written consent.

4.3

You agree that you will immediately notify
us in writing if you become aware of any
infringement or suspected infringement by
any third party of the Copyright, or any useof the Research that is not permitted.

5.

Representations and warranties

5.1

You hereby represent and warrant to CLSA
that you acknowledge and agree:

GeneralYou acknowledge and agree that where we provide
you with access to Research, the provision of such
Research will be subject to:

3.1

We shall not be obliged to advise you to takeaccount of any research which has been carriedout for the benefit of our clients, our market
makers or otherwise with a view to assisting
our trading activities.

Provision of Research

CLSA may (but is not obliged to) provide youwith certain research materials and related services("Research"). Unless you have notified us in writingthat you are subject to the rules of a member stateof the European Union implementing MiFID II that
require you to pay a separate charge for the receipt
of such Research (the MiFID II research
inducement rules), you acknowledge and agree
that CLSA will treat you as not being subject to theMiFID II research inducement rules.
2.

3.3

Unless expressly acknowledged by us inwriting, any Research that we provide to youor permit you to access is general advice
only and does not take into account your (orany other persons) personal objectives,
financial situation or needs. You should,
before acting on the Research, consider theappropriateness of the Research, having
regard to your own objectives, financialsituations
andneeds.
Youfurther
acknowledge and agree that the Research is
not "personal advice" (as that term isused in the Corporations Act), nor is it
represented as being suitable for you.
We do not guarantee the accuracy,completeness or availability of the Research
and are not responsible for any errors oromissions, or for any results obtained fromthe use of the Research. CLSA gives noexpress or implied warranties, including, but
not limited to, any warranties of suitability
for a particular purpose or use.
1

Australia Research Terms November 2023

(a)that the Research may be based on
historic data that may not be
indicative of future performance;(b)

you are solely responsible for youruse of the Research, including any
investment decisions or any otheraction taken (or not taken) by you,and to the extent permitted by law,
CLSA has no responsibility for
determining the suitability of any
transaction for you;(c)you have exercised independentjudgment in the selection of theResearch and have not relied on any
recommendation by CLSA or its
Affiliates and to the extent permitted
by law neither CLSA, its Affiliates nor
any of their directors, employees oragents can be held liable to any loss
arising as a result of an investment
decision based upon the Research;

(c)

7.

all sub-licences of the Copyright o r
u s e o f R e s e a r c h granted by
you shall automatically terminate.

Definitions and Interpretation

Unless otherwise defined below, in this schedule,
capitalized terms have the meaning given to themin the Terms of Business:(d)by providing the Research to you,neither CLSA nor its Affiliates areproviding investment advice, oracting as an investment adviser or
fiduciary to you, your Underlying
Principal (if applicable) or yourclients; and"Copyright" means the exclusive legal right toreproduce, perform, display, distribute, and makederivative works of a work of authorship including
any registrations or applications for registration ofsuch rights), that are subsisting in or attaching to theResearch in any jurisdiction for the entire period ofsuch rights; and(e)CLSA,
itsAffiliates
and
their
respective directors, employees andagents may provide market or salescommentary, information or trading
strategies to CLSA's other clients andtrading desks that reflect opinions
that are contrary to the opinions
expressed in the Research. We may
make investment decisions that areinconsistentwiththeResearch
provided to you.

"Research Publications" means any reports,
materials, information, charts, graphs, data,
analyses, results, records and all associated orrelated
documentation
providedor
otherwiseprovided to you (in any medium) in connection
with the provision of Research by or on behalf ofCLSA or any CLSA Entity from time to time.

5.2

You acknowledge that you have read (or willread) and are bound by any disclaimers,warnings or disclosures that are attached
to or are printed on any ResearchPublication.

5.3

You will promptly notify us if any of therepresentations or warranties provided inthis schedule ceases to be correct.

6.

Consequences of termination

On termination of the Terms of Business or theprovision of the Research by us to you, you
acknowledge and agree that:(a)the licence granted to you to use theResearch shall immediately cease;(b)

you must not make any further
copies of the Research Publications
and you shall cease immediately alluse of the Copyright, and destroy all
copies of the Research Publications
which are in your possession orcontrol; and2
Australia Research Terms November 2023