**Exhibit 10.37**

 

 

**PROFESSIONAL SERVICES AGREEMENT**

 

| **INDUSTRIAL  RESEARCH  LIMITED** |   | **CONSULTANCY  AGREEMENT FOR THE TRANSFER OF KNOW HOW RELATING TO THE MANUFACTURE OF  DECK-CHECKER® UNITS** |
|-----------------------------------|--------|------------------------------------------------------------------------------------------------------------------|

 
| Industrial  Research  Limited**Industrial Research**            |   | Contract Authority:                                                                           |   | Nigel Kirkpatrick                                                                    |
|-----------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------|
|                                                            |   | Contact Person:                                                                               |   | Jay Kesha                                                                            |
|                                                            |   |                                                                                          |   |                                                                                 |
|                                                            |   | Technical Contact:                                                                            |   | David Kenwright                                                                      |
|                                                            |   |                                                                                          |   |                                                                                 |
|                                                            |   | Address for service:                                                                          |   | 24 Balfour Road                                                                      |
|                                                            |   |                                                                                          |   | Parnell                                                                              |
|                                                            |   |                                                                                          |   | Auckland, NZ                                                                         |
|                                                            |   |                                                                                          |   |                                                                                 |
|                                                            |   | Phone number:                                                                                 |   | +64 9 920 3459                                                                       |
|                                                            |   |                                                                                          |   |                                                                                 |
|                                                            |   | Email address:                                                                                |   | j.kesha@irl.cri.nz                                                                   |
|                                                            |   |                                                                                          |   |                                                                                 |
| VendingDataTM  Corporation**“VendingDataTM”** |   | Contract Authority:                                                                           |   | Steven J. Blad                                                                       |
|                                                            |   |                                                                                          |   |                                                                                 |
|                                                            |   | Contact Person:                                                                               |   | Steven J. Blad                                                                       |
|                                                            |   |                                                                                          |   |                                                                                 |
|                                                            |   | Technical Contact:                                                                            |   | William B. Roquemore                                                                 |
|                                                            |   |                                                                                          |   |                                                                                 |
|                                                            |   | Address for service:                                                                          |   | No. 81, Zhuqiao Street  Zhuyuan, Xiaolan, Zhongshan City  Guangdong Province,  China |
|                                                            |   |                                                                                          |   |                                                                                 |
|                                                            |   | Phone number:                                                                                 |   | +702 733 7195                                                                        |
|                                                            |   |                                                                                          |   |                                                                                 |
|                                                            |   | Email address:                                                                                |   | blad@vendingdata.com                                                                 |
|                                                            |   |                                                                                          |   |                                                                                 |
| **General  Provisions**                                         |   | The parties agree to the  terms and condition set out in Part A and Part B of this agreement. |

 
| **SIGNATURE** | For Industrial Research  Limited         |   | For VendingDataTM  Corporation      |   |
|---------------|------------------------------------------|--------|-----------------------------------------|--------|
|          |                                     |   |                                    |   |
|          |                                     |   |                                    |   |
|          | /s/  Nigel Kirkpatrick                   |   | /s/  Steven J. Blad                     |   |
|          | Authorised  signatory                    |   | Authorised signatory                    |   |
|          |                                     |   |                                    |   |
|          | Name: Nigel Kirkpatrick                  |   | Name: Steven J. Blad                    |   |
|          |                                     |   |                                    |   |
|          | Date: 9/12/03                            |   | Date:                                   |   |
|          |                                     |   |                                    |   |
|          |                                     |   |                                    |   |
|          | Witnessed by:  Dian Wilkinson       |   | Witnessed by:                           |   |
|          |                                     |   |                                    |   |
|          | /s/  D. Wilkinson                        |   | /s/  William B. Roquemore               |   |
|          | Name:                                    |   | Name:                                   |   |
|          |                                     |   |                                    |   |
|          | Position:  Personal  Assistant |   | Position:  V.P.  Man./Service |   |
|          |                                     |   |                                    |   |
|          | Date: 9th  December 2003            |   | Date: 12/5/03                           |   |

 

/s/ NK    /s/SJB

 

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**INDRODUCTION**

 

A.            Currently VendingDataTMand Industrial Research have a contract in place that states that IndustrialResearch will manufacture and supply 600 Deck-Checker® kits to be assembled byVendingDataTM (“Existing Agreement”).

 

B.            VendingDataTM wishesto:

 

a.     terminate the Existing Agreementand instead have Deck-Checker® units manufactured at VendingData’sTM facility inChina;

 

b.     contract IndustrialResearch to provide 100 days of consultancy services between December 1st2003 and June 30th 2004 to assist in the transfer of know howregarding the manufacture of Deck-Checker® units for use at VendingData’sTMfacility in China; and

 

c.     in consideration for thetermination of the Existing Agreement and the provision of consultancyservices, pay Industrial Research a set amount per month or an amountequivalent to US$250 per Deck-Checker® unit manufactured in betweenDecember 1st 2003 and June 30th 2004 (whicheveris greater).

 

C.            Both parties haveagreed to enter into this agreement to govern their relationship in relation tothe above.

 

/s/ NK    /s/SJB

 

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| **PART A**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **THE WORK**                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| During the Term Industrial  Research will (in accordance with a transition plan determined below) provide  no more than 100 days (800 man hours) of consultancy services to advise  VendingDataTM on the set-up of a production line to Deck-Checker® DC416 Mark 3  in China.  Such consultancy services  will include the following features:                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| •     The services will be undertaken and managed  by qualified Industrial Research technical staff.                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| •                  The services will include time based in  China, and supporting work based in New Zealand.                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| •                  It is anticipated that the services will  include 10 trips to China by individual employees of Industrial Research  Limited (for the avoidance of doubt, multiple employees traveling to China at  the same time will be considered to be multiple trips).                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| •                  Travel and transit times between New  Zealand and China will not be included as consultancy time.                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| •                  The services will include Industrial  Research facilitating contact with New Zealand suppliers to allow  VendingDataTM to directly source parts for the manufacture of the existing  Deck-Checker® DC416 Mark 3.                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Within one month of the  Commencement Date, Industrial Research will undertake a scoping visit to  produce a transition plan for sign off by VendingDataTM.  The transition plan will outline the  specific action to be undertaken by Industrial Research including indicative  dates for visits to China.  If  VendingDataTM do not respond to a proposed transition plan within 2 weeks of  receipt, it will be deemed to have accepted that transition plan.  W |

 
| **Commencement  Data** |   | December 1st  2003                               |
|------------------------|--------|-------------------------------------------------------|
|                   |   |                                                  |
| **Term**               |   | From the Commencement Date  until June 30th 2004 |

 

**INDUSTRIAL RESEARCH DELIVERABLES**

** **

Industrial Research willprovide a report within 5 working days from the end of each month during theTerm.  Each report will, in relation toeach month, include:

 

1.               Description of work undertaken

2.               A summary of consultancy time used that monthand to date and the number of trips to China made by Industrial Researchemployees

3.               Key achievements and events

4.               Outstanding issues and Recommendations whereappropriate.

 

A total of seven reportswill be produced and emailed to key personnel.

 

/s/ NK    /s/SJB

 

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**FEES**

** **

Industrial Research willinvoice VendingDataTM the applicable Fee on or about the Invoice Date andVendingDataTM will pay Industrial Research that Fee on the applicable PaymentDate (in accordance with the Fees Schedule set out below)

 

Notwithstanding the above,if during the Term the total number of Deck-Checker® units produced byVendingDataTM (at its facility in China) is equal to or exceeds 1704,VendingDataTM shall make an additional payment to Industrial Research accordingto the following equation:

 

A = (B x 250) – 426,000

 

Where:

 

A = the additional amount bepaid to Industrial Research (in US dollars); and

 

B = the total number ofDeck-Checker® units produced during the Term.

 

**FEES SCHEDULE**

 
| **Invoice Date**      |   | **Due Date**          |   | **Fee (USD)** |
|-----------------------|--------|-----------------------|--------|---------------|
| 1 January 2004   |   | 15 January 2004  |   | $             | 62,500.00 | USD |
| 1 February  2004 |   | 15 February 2004 |   | $             | 62,500.00 | USD |
| 1 March 2004     |   | 15 March 2004    |   | $             | 62,500.00 | USD |
| 1 April 2004     |   | 15 April 2004    |   | $             | 62,500.00 | USD |
| 1 May 2004            |   | 15 May 2004           |   | $             | 62,500.00 | USD |
| 1 June 2004      |   | 15 June 2004     |   | $             | 113,500.00 | USD |
| Total                 |   |                  |   | $             | 426,000.00 | USD |

 

/s/ NK    /s/SJB

 

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| **CLIENT SUPPLIED ITEMS**                                                                                                                                                                                                                                                                                                                                |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                     |
| To facilitate consultancy  in China VendingDataTM will provide:                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                     |
| **1.****             **Timely access to key personnel including  Chinese interpreters to assist with communication.                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                     |
| **2.****             **One point of contact acting as project  manager for VendingDataTM.                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                     |
| **3.****             **Ongoing access to a workstation; including  use of a computer installed with an English language version of MicrosoftTM  Office.  Fixed line phone and internet  connections to allow the transfer of electronic databases and files from New  Zealand. |
|                                                                                                                                                                                                                                                                                                                                                     |
| **4.****             **Facilitate (if required) entry into China  via Hong Kong with appropriate invitation letter etc.                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                     |
| **5.****             **Timely response to Industrial Research’s  proposed transition plan.                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                     |
| **6.****             **At the completion of the term, full access  to VendingData’sTM records regarding the number of Deck-Checker® units  produced during the Term.                                                                                                      |

 

**SpecialContract Conditions**

 

The following terms willapply during the product life cycle of the Deck-Checker

 

**Performance**

 

IRL will deliver 70 days ofthe contracted consultancy time by  April 1st 2004 to ensure timely completion of the100 consultancy days by June 30th 2004.

 

**Terminationof Existing Agreement**

 

The Existing Agreement willterminate on the Commencement Date of this agreement.

 

**Warranty**

 

In addition to theobligation set out in Part B VendingDataTM will be responsible for warrantyand/or third party claims relating to any Deck-Checker® units manufacturedafter the Commencement Date.

 

**DesignControl**

 

Design control for theDeck-Checker® will completely transfer to VendingDataTM on the CommencementDate.  Industrial Research will continueto investigate issues and/or modifications relating to the Deck-Checker® atVendingData’s request and make recommendations as appropriate.

 

**CardCertification & Training**

 

Card certification for newcards and subsequent training for use on the Deck-Checker® will be theresponsibility of VendingDataTM Industrial Research will be available to consult if required inaccordance with the terms of this agreement (or such other agreement as may beentered in relation to such consultation (as the case may be)).

 

If the terms of this Part Aconflict with the terms set out in Part B of this agreement then the terms ofthis Part A will prevail.

 

/s/ NK    /s/SJB

 

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**PART B**

 

**STANDARD TERMS AND CONDITIONS**

 

**1.****                                     ****THE WORK**

 

1.1                                 Industrial Research agrees to carry out theWork on the terms and conditions contained in this agreement including theparameters and any terms and conditions set out in Part A.

 

1.2                                 Industrial Research shall not depart from theparameters set out in part A or carry out any additional work without the priorconsent of VendingDataTM.

 

1.3                                 VendingDataTM may require changes to the Workprovided that, if any such change results in Industrial Research having tocarry more work under this agreement than would otherwise have been the case,such changes will require the prior written consent of Industrial Research andbe subject to an appropriate increase in Fees.

 

1.4                                 Industrial Research shall exercise reasonablecare and skill in carrying out the Work, consistent with standards generallyaccepted in the scientific professions in New Zealand.

 

1.5                                 Industrial Research gives no warranty thatthe objectives (if any) comprised in the Work can be achieved or that the Workwill be of any benefit to VendingDataTM or any other person.

 

**2.****                                     ****TIMETABLE**

 

2.1                                 The Work shall be commenced on theCommencement Date (set out in Part A) and shall not continue beyond the Termunless the parties agreed otherwise.

 

**3.****                                     ****RESOURCES TO BE PROVIDED**

 

3.1                                 Industrial Research shall provide suchresources which in its opinion are reasonably necessary for carrying out theWork.

 

3.2                                 VendingDataTM shall provide IndustrialResearch with:

 

(a)                                  such access to its own facilities andpersonnel, and such access to other facilities and personnel which it is withinits power to facilitate, as Industrial Research shall reasonably require forthe purposes of carry out the Work;

 

(b)                                 Client Supplied Products (as set out in partA) at such times and at the required standard as specified in Part A or as reasonablyrequired by Industrial Research to complete the Work of any part of the Work

 

3.3                                 Industrial Research will not be responsibleor liable for any delay in performing, or failure to perform, the Work (or anypart of the Work) where such delay or failure is contributed to by VendingDataTMfailing to meet its obligations under clause 3.2.

 

**4.****                                     ****CONTACT PERSON**

 

4.1                                 Each party shall nominate in writing arepresentative who shall represent it in all matters pertaining to thisagreement (‘Contact Person”).  Theinitial Contact Person for each party is set out in Part A.  The Contact Person may be altered by itsappointing party at any time by written notice.

 

**5.**                                      **REPORTS**

 

5.1                                 Industrial Research shall provide a writtenreports to VendingDataTM on the progress made in carrying out the Work inaccordance with the requirements of Part A.

 

/s/ NK    /s/SJB

 

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**6.****                                     ****FEES AND PAYMENT**

 

6.1                                 In consideration of the services to beprovided by Industrial Research under this agreement and the termination of theExisting Agreement, VendingDataTM shall pay Industrial Research the feesspecified in Part A (plus goods and services tax, if any)  (“Fees”).

 

6.2                                 In addition to the fees payable byVendingDataTM to Industrial Research, under this agreement, VendingDataTM shallreimburse Industrial Research for all out of pocket expenses (plus goods andservices tax, if any) incurred by Industrial Research in performing itsobligations under this agreement.

 

6.3                                 Industrial Research shall send invoices toVendingDataTM in accordance with the Fees schedule set out in Part A.  VendingDataTM shall pay each invoice instrict accordance with the Fees schedule set out in Part A provided thaton termination of this agreement all outstanding amounts shall be payableforthwith.  Interest shall be payable onoverdue amounts at a rate equal to 5 percent above the base lending rate of theBank of New Zealand from time to time from the due date until the date paymentis received.  Such interest shall accrueon a daily basis and be payable on demand.

 

6.4                                 Without limiting any of Industrial Research’sother rights and remedies under this agreement, if any payment under thisagreement is not made on the due date Industrial Research shall be entitled tosuspend carrying out the Work or, if applicable, suspend the supply of goodsuntil such overdue payment is made.

 

**7.****                                     ****CONFIDENTIAL INFORMATION**

 

7.1                                 During the term of this agreement it may benecessary for one party to disclose to the other certain confidentialinformation including, but not limited to, research and developmentinformation, product information, manufacturing information, testing methods orresults, materials of any kind which can reasonably be regarded as beingsensitive to and/or of commercial value to the other party, any materialsdesignated by the disclosing party as being “confidential”, and qualityassurance requirements (“Confidential Information”).

 

7.2                                 Each party (including its employees and allpersons under its control) that receives any such Confidential Information fromthe other party (including its employees and all persons under its control)shall exercise due care at all times to prevent the unauthorized disclosure oruse of that Confidential Information.

 

7.3                                 Confidential Information shall only be usedby the other party for the purposes of performing its obligations under thisagreement or for such other purpose as may be agreed by the disclosingparty.  These obligations shall notapply to:

 

(a)                                  information which is known to the receivingparty prior to disclosure or independently developed by the receiving party, asevidenced by that party’s written records;

 

(b)                                 information which is or becomes (through nobreach or fault of the receiving party) patented, published or otherwise partof the public domain; and

 

(c)                                  information which is required to be providedunder penalty of law provided that the receiving party has taken such steps asare available under law (but not the institution of legal action) to protectsuch information and notifies the disclosing party hereunder of its obligationto make such disclosure prior to the time such disclosure is made.

 

7.4                                 The obligations contained in this clause 7shall be in full force and effect from the date of this agreement and shallcontinue in full force and effect for a period of five years commencing on thedate of completion of the Work or, if the Work is not completed, on the date oftermination of this agreement.

 

7.5                                 The provisions of this clause 7 are subjectto the provisions of clause 9.

 

/s/ NK    /s/SJB

 

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**8.****                                     ****LIABILITY OF INDUSTRIAL RESEARCH**

 

8.1                                 In no circumstances will Industrial Researchbe liable to VendingDataTM for

 

(a)                                  any loss or damage arising out of or inconnection with any delay in completion of the Work; or

 

(b)                                 any loss of profits or any consequential,indirect or special loss or damage of any kinds whatsoever

 

8.2                                 Industrial Research shall not be liable forany claim, proceeding, loss, cost, damage or expense arising out of or inconnection with:

 

(a)                                  any error or omission in any informationobtained from any third party (including VendingDataTM);

 

(b)                                 any act or omission of any third party(including VendingDataTM);

 

(c)                                  any infringement by VendingDataTM of anyintellectual property rights of third parties.

 

8.3                                 No claim shall be made by VendingDataTMagainst Industrial Research in respect of the goods or services provided byIndustrial Research under this agreement unless notice of the claim has beengiven by VendingDataTM to Industrial Research in good faith and in reasonabledetail within a period of 12 months commencing on the date of completion of theWork or, if the Work is not completed, on the date of termination of thisagreement.

 

8.4                                 Notwithstanding any other provision in thisagreement, the liability of Industrial Research (whether in contract, tortincluding negligence of otherwise) to VendingDataTM for any loss or damagesuffered by VendingDataTM (howsoever arising) shall not, in aggregate, exceedthe amount of fees (exclusive of goods and services tax, if any) paid byVendingDataTM to Industrial Research under this agreement.

 

8.5                                 VendingDataTM shall indemnify IndustrialResearch, its subsidiaries, officers, employees and subcontractors against anyclaim, proceeding, loss, cost (including legal costs on a solicitor/own clientbasis), damage or expense incurred by any of such persons and arising fromVendingData’sTM manufacture, use or sale of goods manufactured as a result of(or in relation to) the Work or incorporating any aspect of the Work or fromany breach by VendingDataTM of any of its obligations under this agreement.

 

**9.****                                     ****INTELLECTUAL PROPERTY RIGHTS**

 

9.1                                 Unless otherwise agreed in writing prior tothe commencement of the Work, all intellectual property rights and other rightsof a proprietary nature subsisting in each party prior to the commencement ofthe Work shall remain with that party.

 

9.2                                 Unless otherwise agreed in writing prior tothe commencement of the Work, all intellectual property rights and other rightsof a proprietary nature subsisting in the Work shall, upon completion of theWork, vest in VendingDataTM, provided that VendingDataTM has complied with all ofits obligations under this agreement.

 

9.3                                 Neither party shall, at any time during theterm of this agreement or after the termination of this agreement, contest orchallenge in any legal proceedings or otherwise the ownership by the otherparty of the intellectual property rights referred to in this agreement.

 

/s/ NK    /s/SJB

 

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**10.****                              ****USE OF THE INDUSTRIALRESEARCH NAME**

 

10.1                           Except with the prior written approval of Industrial Research,VendingDataTM shall not use the name “Industrial Research Limited” or any othersimilar name or make any other reference to Industrial Research in conjunctionwith any proposed manufacture or marketing of goods or services.

 

**11.****                              ****TERMINATION**

 

11.1                           Without prejudice to any other right or remedy it may have, eitherparty (“the Terminating Party”) may terminate this agreement forthwith bywritten notice to the other party (“the Defaulting Party”) on the happening ofany of the following:

 

(a)     the commission of a material breach of this agreement by the DefaultingParty provided that, if such breach is capable of remedy, notice of terminationshall not take effect unless the Defaulting Party has failed to remedy suchbreach to the reasonable satisfaction of the Terminating Party within 15 daysfollowing receipt by the Defaulting Party of notice of termination specifyingthe breach concerned.  For the purposesof this clause, a failure to pay any sum of money on the due date shall be deemedto be a material breach of this agreement; or

 

(b)              the commencement of a winding up of theDefaulting Party (otherwise than for the purposes of a solvent reconstructionof the Defaulting Party) or the appointment of a receiver, statutory manager orother similar functionary over any of the assets or undertakings of theDefaulting Party

 

11.2                           The termination of this agreement shall not relieve a party of dueperformance by such party of any obligation assumed by or imposed on that partyunder this agreement at any time prior to termination.

 

**12.****                              ****DISPUTES**

 

12.1                           In the event of any dispute or disagreement between the parties arisingout of or in connection with this agreement (“Dispute”), the Contact Person ofeach party will negotiate in good faith in an attempt to resolve the Dispute.

 

12.2                           If the Contact Persons are unable to resolve a Dispute within 14 days(or such longer period as the parties may agree) of both Contact Person beingmade aware of the existence of the Dispute, the matter shall be referred tosenior representatives of both parties who shall then negotiate in good faithin an attempt to resolve the Dispute.

 

12.3                           Other than in the case of urgent interlocutory relief, no party willinstigate any arbitration or court proceedings in relation to a Dispute, unlessand until the dispute resolution procedures set out in clauses 12.1 and 12.2have been exhausted.

 

12.4                           If the senior representatives of both parties are unable to resolve aDispute within 14 days of the Dispute being referred to them in accordance withclause 12.2, either party may refer the Dispute to mediation or arbitration, asthey determine.

 

**13.****                              ****FORCE MAJEURE**

 

13.1                           Each party shall promptly notify the other in writing of any situationor event arising from circumstances beyond the reasonable control of that partywhich makes it impossible for that party to carry out in whole or in part itsobligations under this agreement. Neither party shall be liable for any failure to perform its obligationshereunder if prevented from doing so by reason of any such situation or event,provided that it shall have used all reasonable endeavours to perform itsobligations notwithstanding such situation or event.

 

/s/ NK    /s/SJB

 

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13.2                           If a party is unable to carry out its obligations in part or in fullunder clause 13 1 for more than 48 hours, the other party may terminate thisagreement with immediate effect.

 

**14.****                              ****MODIFICATION AND ASSIGNMENT**

 

14.1                           No modification of this agreement shall be valid unless in writing andsigned by an authorised signatory of each party

 

14.2                           Neither party shall assign or otherwise transfer its rights orobligations under this agreement without the prior written consent of the otherparty (such consent not to be unreasonably withheld).

 

**15.****                              ****WAIVER**

 

15.1                           A failure by a party to enforce a provision of this agreement shall notconstitute a waiver of any right to future enforcement of that or any otherprovision.

 

**16.****                              ****NOTICES**

 

16.1                           Any notice required or permitted to be given to a party under thisagreement shall be delivered or sent by registered post addressed to theregistered office of the other party, with a supplemental copy to be sent byfacsimile transmission or electronic mail. Any notice sent by registered post shall be deemed to have been receivedon the fifth business day following posting by registered post.

 

**17.****                              ****BINDING NATURE, SEVERABILITY**

 

17.1                           This agreement shall be binding upon the successors and permittedassigns of the parties.

 

17.2                           In the event that any term or provision of this agreement is unlawful,such provision shall be severed to the extent of such violation and theremaining provisions enforceable, but only if the severance does not materiallyaffect the purpose of, or frustrate, this agreement.

 

**18.****                              ****ENTIRE AGREEMENT/VARIATIONS**

 

18.1                           This contract records the entire agreement, and prevails over anyearlier agreement, concerning its subject. A variation is only effective if signed by each party.

 

**19.****                              ****ACTIVITIES IN RELATED FIELDS**

 

19.1                           Nothing in this agreement shall prevent Industrial Research fromundertaking activities in fields the same as or similar to the Work, whether onits own account or on behalf of any third party.

 

**20.****                              ****APPLICABLE LAW**

 

20.1                           This agreement shall be governed by, and construed in accordance with,the laws of New Zealand and each party submits to the non-exclusivejurisdiction of New Zealand.

 

/s/ NK    /s/SJB

 

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