Exhibit 10.6


 


ANZ CONTRACT NUMBER: 2014C217


 


 


 


 


 


 


 


 


 


SERVICE
AGREEMENT


 


for
the provision of contracting services to


 


ANZ
GLOBAL SERVICES AND OPERATIONS


(CHENGDU)
COMPANY LIMITED


 


 


 


 


 


 






     


     


    

 





	CONTRACTOR AGREEMENT	 


 


TABLE
OF CONTENTS


 







	1.	interpretation	4
	1.1	Definitions	4
	1.2	General	8
	1.3	Business
Day	9
	1.4	Consents and approvals	9
	2.	TERM and Termination	9
	2.1	Term	9
	2.2	Termination by ANZ for
cause	9
	2.3	Termination by the Service
Provider for cause	9
	2.4	Consequences of termination	9
	3.	APPOINTMENT	10
	3.1	Independent Contractor	10
	3.2	No employment relationship	10
	4.	PROVISION OF SERVICES	10
	4.1	Commencement of Services	10
	4.2	Performance	10
	5.	GENERAL RESPONSIBILITIES
    AND OBLIGATIONS OF Service provider	11
	5.1	General obligations	11
	5.2	Compliance with Laws	11
	5.3	Engagement and Withdrawal
of Personnel	11
	5.4	Conflicts of interest	12
	5.5	Contractors	12
	5.6	Obligations
    in respect of Personnel	12
	5.7	Management of Personnel	13
	5.8	Service Provider to Protect
ANZ Property	13
	5.9	ANZ Electronic Processes	13
	6.	SUBCONTRACTORS	13
	6.1	No subcontracting without
consent	13
	6.2	Obligations in relation
to subcontractors	13
	7.	FEES, INVOICING AND
    PAYMENT	14
	7.1	Fees	14
	8.	CONFIDENTIALITY	15
	8.1	Ownership of Confidential
Information	15
	8.2	Protection of Confidential
Information	15
	8.3	Authorised use of Confidential
Information	15
	8.4	Authorised disclosure of
Confidential Information	16
	8.5	Insider trading	16
	8.6	Reasonable precautions
to maintain confidentiality	16
	8.7	Return of Confidential
Information	17
	8.8	Retention of Confidential
Information	17
	8.9	Unauthorised Disclosure
or Use of Confidential Information	17
	9.	DATA PROTECTION	17
	9.1	Compliance with Data Protection
Legislation and Laws	17
	9.2	Service Provider’s
Warranties and Undertakings	17
	9.3	Indemnity	18
	9.4	Service Provider’s
obligation to protect Personal Data	18
	9.5	Incident notification	18
	10.	PUBLICITY	18



 






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	CONTRACTOR AGREEMENT	 


 


	11.	INTELLECTUAL
    PROPERTY and MORAL RIGHTS	18
	11.1	Service Provider’s
Intellectual Property	18
	11.2	Assignment of Intellectual
Property to ANZ	19
	11.3	ANZ’s Intellectual
Property	19
	11.4	Notification
    of infringement by third parties	19
	11.5	Moral Rights	19
	12.	INSURANCE AND WORKERS
    COMPENSATION	20
	12.1	Types of insurance	20
	12.2	Evidence of Insurance	20
	13.	POWER AND AUTHORITY	20
	14.	SERVICE PROVIDER'S WARRANTIES	20
	15.	INDEMNITIES AND LIABILITY	20
	15.1	Indemnities from Service
Provider	20
	15.2	Operation and nature of
indemnities	21
	15.3	Limitation of liability	21
	15.4	Application of Indemnification
Rights	21
	16.	SET-OFF AND DEDUCTIONS	22
	17.	DISPUTE RESOLUTION	22
	17.1	Application of clause	22
	17.2	Continued performance of
Agreement during dispute	22
	17.3	Further Proceedings	22
	18.	NOTICES	22
	18.1	How notices must be given	22
	18.2	Recipient’s address,
fax number and email address	22
	18.3	When notice taken as given	22
	18.4	Other legal modes of service	23
	19.	MISCELLANEOUS	23
	19.1	Governing law	23
	19.2	Jurisdiction	23
	19.3	Entire
    agreement	23
	19.4	Taxes
    and duties	23
	19.5	GST	23
	19.6	Relationship
    of parties	23
	19.7	Amendment	23
	19.8	Successors
    and Assignees	23
	19.9	Assignment	23
	19.10	Service
    Provider’s cost	24
	19.11	Waivers	24
	19.12	Severability	24
	19.13	Counterparts	24
	THE SCHEDULE	 
	PART 1 VARIOUS AGREEMENT
    DETAILS	 
	PART 2 STATEMENT OF WORK &
    FEES	 
	PART 3 INSURANCE REQUIREMENTS
    AND CAP ON LIABILITY	 
	ANNEXURE 1 PERSONAL CONFIDENTIALITY
    STATEMENT AND CONSENT	 
	ANNEXURE 2 TAX	 





 






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	CONTRACTOR AGREEMENT	 


 


SERVICE
AGREEMENT


 


22
July 2014


 


PARTIES


 


	1.	ANZ
                                         GLOBAL SERVICES AND OPERATIONS (CHENGDU) COMPANY LIMITED, whose registered office
                                         is located at 5th floor of Tower E2 and E3 of No. 1 Building, Phase 3 of Tianfu Software
                                         Park, No 1 Building, No. 1268, Middle Section, Tianfu Avenue, Gaoxin District, Chengdu,
                                         China 610041. (the “ANZ”).



 


	2.	The
                                         party more particularly described in Part 1 of the Schedule to this Agreement (the
                                         Service Provider).



 


RECITALS


 


	A.	ANZ
                                         wishes to appoint the Service Provider to perform the Services on the terms and conditions
                                         of this Agreement.



 


	B.	The
                                         Service Provider wishes to perform the Services on the terms and conditions of this Agreement.



 


THE
PARTIES AGREE as follows:


 


	1.	interpretation



 


	1.1	Definitions



 


The
following definitions will apply in this Agreement.


 


Agreement
means this agreement, as amended, supplemented or replaced from time to time.


 


ANZ
Data means all information or data of or relating to the customers of ANZ Group, including Customer Information, all customer
financial and account information, data, databases or information relating to payment particulars or other details relating to
the transactions entered into by such customers and data of and/or belonging to such customers, furnished or disclosed to Service
Provider or its Personnel, or which Service Provider or its Personnel has otherwise collected, processed or obtained access to,
pursuant to or in connection with the provision of the Services or the performance of this Agreement.


 


ANZ
Group means ANZ, Australia and New Zealand Banking Group Limited (the “ANZBGL”), their related corporations
and:


 


		(a)	all
                                         bodies corporate, trusts, unincorporated joint ventures, and other business associations
                                         that control, are controlled by or are under common control with ANZ, ANZBGL or their
                                         related corporations. For the purpose of this definition, “control” means:



 


		(i)	the
                                         power to directly or indirectly cause the direction of the management, policies or operations
                                         of an entity whether through the voting of shares or otherwise; or



 


		(ii)	the
                                         holding of at least 30% shareholding or 30% participation interest in an entity.



 


		(b)	any
other entity nominated by ANZ to Service Provider in writing from time to time.



 


ANZ’s
Intellectual Property means all present and future Intellectual Property owned from time to time by any member of the
ANZ Group and includes all Intellectual Property in the Data.


 





ASIC means the Australian
Securities and Investments Commission.


 


Authorisation means:


 


	 	(a)	an authorisation, consent, declaration, exemption, notarisation or waiver, however it is described; and


 


	 	(b)	in relation to anything that could be prohibited or restricted by Law if a Government Agency acts in any way within a specified period, the expiry of that period without that action being taken, including any renewal or amendment.


 



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	CONTRACTOR AGREEMENT	 


 


Authorised Disclosee means
a specific third party to whom ANZ has authorised disclosure of specific Confidential Information in accordance with clause 8.4(b).


 


Authorised Subcontractor
means a subcontractor to the Service Provider authorised by ANZ under clause 6.1, together with its employees and agents.


 


Business Day is any day that
ANZ is open for business in P.R.C. excluding Saturdays and Sundays.


 


Claim is any action, claim,
suit, demand, loss, damage, liability, cost, expense, tax, outgoing or payment of whatever nature (whether foreseeable or not).




 


Code of Conduct means any
industry or other code of conduct applicable to the Services or this Agreement, or to the business of any one or more ANZ Group
member.


 


Commencement Date means the
commencement date specified in Part 1 of the Schedule.


 


Confidential Information
means all technical, financial, commercial and other information (in whatever medium, including documentary, verbal, pictorial
and electronic forms) of or relating to the ANZ Group or its business affairs, which is disclosed to, observed by or otherwise
becomes available to, or accessible by the Service Provider or its Personnel, in connection with this Agreement (including by means
of any briefing, discussion, negotiation, request, submission, document or other communication or activity, or by provision of
access to the locations (electronic or otherwise) where the information is stored) which:


 


	 	(a)	is marked or otherwise denoted as being ‘confidential’, 'sensitive', 'private' or any other similar description; or


 


	 	(b)	a
    reasonable person would (having regard to the nature of the information) consider confidential, but excluding information that:


 


	 	(i)	the Service Provider is able to establish by written records is or has been legally known to, developed by, or acquired by, the Service Provider, independently of this Agreement; or


 


	 	(ii)	becomes readily available in the public domain without breach of this Agreement or any obligation of confidence.


 


Confidential Information includes any ANZ
Intellectual Property that is not readily available in the public domain other than through a breach of this Agreement or any obligation
of confidence, as well as ANZ Data, Customer Information, Personal Data and ANZ employee information.


 


Conflict means a conflict
of interest of any kind relating to the Services or otherwise in connection with this Agreement, including in the case of the Service
Provider any agreement, obligation or interest which may conflict with its obligations under this Agreement or at Law.


 


Contractor means the Service
Provider Personnel designated as such in Part 2 of the Schedule.


 


Customer Information means
any information related to customers or potential customers of, whether retained by or not, ANZ and any member of ANZ Group.


 


Data means all information,
in whatever form, which:


 


	 	(a)	is provided to the Service Provider by ANZ for the purpose of the Service Provider providing the Services; or


 


	 	(b)	is transmitted, received or stored, processed, generated, compiled or modified through the use, or in connection with the provision of the Services.


 


Data Protection
Legislation mean all Laws and all codes or guidelines issued by a Governmental Agency with relevant jurisdiction pertaining
to privacy, confidentiality and/or the protection of Personal Data , when enacted, and all statutory instruments, rules or guidance
made thereunder, all as may be amended from time to time.


 


Developed Intellectual Property
means all present and future Intellectual Property created, written or otherwise brought into existence by or on behalf of the
Service Provider in connection with or for the purposes of providing the Services or its other obligations under this Agreement
(but excluding the Service Provider's Intellectual Property), including all Intellectual Property in the Data.


 






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	CONTRACTOR AGREEMENT	 


 


Dispute has the meaning set
out in clause 17.1.


 


Documentation means all documentation,
reports, calculations, models, designs, drawings, plans and specifications whether in written, printed, electronic or other form
relating to this Agreement (including those prepared by the Service Provider for ANZ in connection with this Agreement).


 


Effective Control in relation
to a corporation is:


 


	 	(i)	control (directly or indirectly) of the composition of the corporation's board of directors or other governing body;


 


	 	(ii)	control (directly or indirectly) of more than half of the voting power of the corporation; or


 


	 	(iii)	control (directly or indirectly) of more than half of the issued share capital of the corporation.


 


Fee is any fee or charge
payable by ANZ for the Services, calculated and payable in accordance with clause 7 of this Agreement.


 


Government Agency means any
government or any public, statutory, governmental, semi-governmental, local governmental or judicial body, entity or authority,
including but not limited to Sate Administration for Industry and Commerce, People’s Bank of China, China Bing Regulatory
Commission, the branches thereof and ASIC.


 


Invoice Query Statement means
a statement querying any aspect of a Valid Tax Invoice, as contemplated in clause 7.3(b).


 


Indirect
Loss means any debt, obligation, cost, expense, loss, damage, compensation, charge or liability of any kind which at Law
is of an indirect nature [(including any indirect loss of profits, loss of or damage to
goodwill and loss of business opportunities of this nature)].


 


Initial
Term means the initial term specified in Part 1 of the Schedule.



 


Insolvent means, in relation
to the Service Provider, when:


 


	 	(i)	a receiver, receiver and manager, trustee, administrator, or similar official is appointed over any of the assets or undertaking of the Service Provider;


 


	 	(ii)	the Service Provider suspends payment of its debts generally;


 


	 	(iii)	the Service Provider is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts or is presumed to be insolvent;


 


	 	(iv)	the Service Provider enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of its creditors or any class of them;


 


	 	(v)	the Service Provider ceased to carry on business or threatens to cease to carry on business;


 


	 	(vi)	a resolution is passed or any steps are taken to appoint, or to pass resolution to appoint, an administrator to the Service Provider;


 


	 	(vii)	an application or order is made for the winding up or dissolution of the Service Provider or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of the Service Provider, otherwise than for the purpose of an amalgamation or reconstruction that has the prior written consent of ANZ; or


 


	 	(viii)	the occurrence to the Service Provider of anything analogous or having a substantially similar effect to any of these conditions or matters under the Law of any applicable jurisdiction, and to the procedures, circumstances and events that constitute any of those conditions or matters.


 






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	CONTRACTOR AGREEMENT	 


 


Intellectual Property means
all copyright and future copyright and neighbouring rights (including rights in computer programs, documentation, drawings, writings
and art works), all rights in relation to inventions including patents and patent applications, modifications or improvements to
the same, registered and unregistered trade marks, registered and unregistered designs, rights in relation to trade secrets, know-how
and other confidential information, and all other rights resulting from intellectual activity in the industrial, scientific, literary
or artistic fields.


 


Law mean any law, legislation,
statute, rule, order, treaty, regulation or any interpretation thereof (having the force of law) enacted, issued or promulgated.


 


Monthly Invoice Date means
the date specified in Part 1 of the Schedule.


 


Moral Right means:


 


	 	(a)	a right of attribution of authorship; or


 


	 	(b)	a right not to have authorship falsely attributed; or


 


	 	(c)	a right of integrity of authorship; or


 


	 	(d)	a
    right of a similar nature, which is conferred by statute, and which
exists or comes to exist anywhere in the world.


 


Personal Data means any data
or information that is governed or regulated by the relevant Data Protection Legislation, including any data or information, whether
true or not, about an individual who can be identified:


 


		(a)	from that data or information; or



 


		(b)	from that data and other information to which an organisation
has or is likely to have access.



 


Personnel means any directors,
officers, employees, professional advisers, agents or Authorised Subcontractors of a party (and in the case of the Service Provider,
this term shall include a Contractor) connected in any way with this Agreement. For the avoidance of doubt, the Personnel of ANZ
do not include the Service Provider. Where the Service Provider is an individual, then any reference to the Personnel means
that individual.


 


P.R.C. means the People’s
Republic of China (for the purpose of this Agreement, excluding HongKong Special Administrative Region, Macau Special Administrative
Region and Taiwan).


 


Recipient means a person
who is intended to receive a notice.


 


Regulatory Requirement is
a requirement (including a Code of Conduct) or, imposed or administered by a Government Agency or industry body having jurisdiction
over a party or the Services.


 


Service Provider's Intellectual Property
means all present and future Intellectual Property created, written or otherwise brought into existence by or on behalf of the
Service Provider completely independently of the performance of the Service Provider's obligations under this Agreement, and which
Service Provider can demonstrate by written records has been developed completely independently of this Agreement and not been
paid for directly or indirectly by ANZ.


 


Services are the services
described in Part 1 of the Schedule, to be performed by the Service Provider under this Agreement.


 


Subcontract means a written
agreement between the Service Provider and an Authorised Subcontractor, which relates to the provision of certain Services by that
Authorised Subcontractor.


 






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	CONTRACTOR AGREEMENT	 


 


Surviving Clauses means the
following clauses:


 


(a) clause 1 – (Interpretation);
(b) clause 2.4 – (Consequences of termination); (c) clause 5.1(a) – (Reports); (d) clause 5.6(i) - (Obligations of
Personnel); (e) clause 8 – (Confidentiality); (f) clause 9 – (Privacy); (g) clause 10 – (Publicity); (h) clause
11 – (Intellectual Property and Moral Rights); (i) clause 12 – (Insurance and workers compensation); (j) clause 15
– (Indemnities and Liability); (k) clause 16  – (Set-off); (l) clause 17 – (Dispute resolution); (m) clause
18 – (Notices);and (n) clause 19 – (Miscellaneous) and those parts of the Schedules which need to survive to give effect
to the above provisions.


 


Term means
the term of this Agreement, as determined in accordance with clause 2.1.


 


Valid Tax Invoice
has the meaning given to it under clause 1.1 of Annexure 2.


 


	1.2	General


 


In this Agreement, unless the context otherwise
requires:


 


	 	(a)	the singular includes the plural and vice versa;


 


	 	(b)	a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;


 


	 	(c)	a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to this Agreement unless the context requires otherwise;


 


	 	(d)	a recital, schedule, annexure or a description of the parties forms part of this Agreement;


 


	 	(e)	a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;


 


	 	(f)	a reference to a party is a reference to a party to this Agreement;


 


	 	(g)	a reference to any party to this Agreement or any other document or arrangement includes that party’s executors, administrators, substitutes, successors and permitted assigns;


 


	 	(h)	where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;


 


	 	(i)	a reference to an agreement other than this Agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding, whether or not in writing;


 


	 	(j)	examples are descriptive only and not exhaustive and “including” and similar expressions are not words of limitation;


 


	 	(k)	a promise or agreement by two or more persons binds each person individually and all of them jointly (provided that to the extent any legislation requires the liability of a person to be proportionate to that person's responsibility for the acts or omissions resulting in that liability, the effect of which legislation cannot lawfully be excluded or modified, this Agreement does not purport to exclude or modify the effect of such legislation);


 


	 	(l)	a reference to a right includes a remedy, power, authority, discretion or benefit;


 


	 	(m)	a provision must not be construed against a party merely because that party was responsible for preparing this Agreement or that provision;


 


	 	(n)	a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision; and


 


	 	(o)	a reference to any professional institute, association or body includes any succeeding institute, association or body serving similar objects.


 



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	CONTRACTOR AGREEMENT	 


 


	1.3	Business Day


 


Where the day on or by which something
must be done is not a Business Day, that thing must be done on or by the next Business Day.


 


	1.4	Consents and approvals


 


If the doing of any act, matter or thing
under this Agreement is dependent on the consent or approval of a party or is within the discretion of a party, the consent or
approval may be given or the discretion may be exercised conditionally or unconditionally or withheld by the party in its absolute
discretion, unless express provision to the contrary has been made.


 


	2.	TERM and Termination


 


	2.1	Term


 


This Agreement commences on the Commencement
Date and continues until the end of the Initial Term unless ANZ terminates this Agreement by at least such number of days' prior
written notice to the Service Provider as is specified in Part 1 of the Schedule.



 


	2.2	Termination by ANZ for cause


 


ANZ may terminate this Agreement with immediate
effect by written notice to the Service Provider:


 


	 	(i)	if the Service Provider commits a material breach of this Agreement which is not remediable, or (where the breach is capable of remedy) is not remedied within 14 days after being required by notice to do so;


 


	 	(ii)	if the Service Provider materially breaches this Agreement two or more times, regardless of whether such breaches are remedied;


 


	 	(iii)	if there is a change in Effective Control of the Service Provider without the prior written consent of ANZ; or


 


	 	(iv)	if the Service Provider becomes Insolvent.


 


	2.3	Termination by the Service Provider for cause


 


The Service Provider
may terminate this Agreement with immediate effect by written notice to ANZ if ANZ fails to pay any Fees, which Fees are not the
subject of a bona fide dispute, due for payment under this Agreement within 60 days after being required by notice to pay those
Fees.


 


	2.4	Consequences of termination


 


	 	(a)	If this Agreement is terminated:


 


	 	(i)	termination, however caused, is without prejudice to any rights or liabilities of the parties accruing as at the date of termination; and


 


	 	(ii)	the Service Provider is not entitled in contract, tort, in equity or otherwise to any payment or compensation for losses incurred as a result of the termination of the Service Provider’s engagement, except as provided under clause 2.4(d).


 


	 	(b)	If ANZ terminates the Agreement in accordance with clause 2.1, ANZ may, at its sole discretion, elect to pay the Service Provider in lieu of the notice period specified in Part 1 of the Schedule.


 


	 	(c)	If ANZ terminates the Agreement in accordance with clause 2.2 :


 


	 	(i)	ANZ is not required to make any further payment to the Service Provider and the rights and liabilities of the parties are the same as they would be at common law if the Service Provider had wrongfully repudiated the Agreement and ANZ had elected to treat the Agreement as at an end and recover damages; and


 


	 	(ii)	the Service Provider is liable for and indemnifies and must keep indemnified ANZ and the ANZ Group members from and against any and all Claims incurred by ANZ in engaging others to complete the provision of the services described in Part 1 of the Schedule (to the extent to which those Claims exceed the sum that would have been payable to the Service Provider to complete the provision of the Services) and any other losses suffered by ANZ as a result of the termination.


 



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	CONTRACTOR AGREEMENT	 


 


	 	(d)	If ANZ terminates this Agreement for any reason other than as specified in clause 2.2, or the Service Provider terminates this Agreement under clause 2.3, ANZ must pay to the Service Provider the Fee for, and only for and in respect of the Services provided up to and including the date of termination, determined by ANZ (acting reasonably), less any amount ANZ is entitled to deduct or withhold under this Agreement, including under any indemnity or set-off.


 


	 	(e)	For the purpose of clauses 2.4(d) of this Agreement, in the absence of a method of calculation as to Fees to be refunded to ANZ or due to be paid by ANZ in respect of Services rendered, such Fees shall be determined on a pro rata basis by reference to the proportion of the Services rendered to that date.


 


	3.	APPOINTMENT


 


	3.1	Independent Contractor


 


ANZ appoints the Service Provider on a
non-exclusive basis as an independent contractor, and the Service Provider accepts the appointment, to perform the Services for
ANZ on the terms and conditions of this Agreement.


 


	3.2	No employment relationship


 


Nothing in this Agreement is to be construed
as creating an employment relationship between the Service Provider or Service Provider Personnel (including the Contractor(s)),
and ANZ or any ANZ Group member.


 


	4.	PROVISION OF SERVICES


 


	4.1	Commencement of Services


 


During the Term, the Service Provider must
provide the Services to ANZ in accordance with this Agreement, as and when requested by ANZ by written notice from time to time,
and for such time periods as may be requested by ANZ in such notices. To avoid doubt, only Contractor(s) will provide the Services
to ANZ.


 


	4.2	Performance


 


The Service Provider must:


 


	 	(a)	provide all of the Services on the terms and conditions of this Agreement and in accordance with the requirements as specified in Part 1 of the Schedule;


 


	 	(b)	comply with any reasonable and lawful instruction or direction of ANZ relating to the performance of the Services including without limitation comply with all security regulations or procedures;


 


	 	(c)	satisfy any reasonable standard or protocol notified by ANZ at any time. Upon request, a copy of any relevant standard or protocol will be supplied to the Service Provider by ANZ; and


 


	 	(d)	perform the services:


 


	 	(i)	in accordance with suitable and appropriate methods and practices; and


 


	 	(ii)	in a manner that could reasonably be expected to protect the interests of ANZ in discharging its duties under the Law.


 






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	CONTRACTOR AGREEMENT	 


 


	5.	GENERAL RESPONSIBILITIES AND OBLIGATIONS OF Service provider


 


	5.1	General obligations


 


The Service Provider must:


 


provide
information and report to ANZ as requested, in writing if required, in relation to any aspect of the Services; and attend and
participate as reasonably required by ANZ in meetings with ANZ.


 


	5.2	Compliance with Laws


 


The Service Provider must:


 


	 	(a)	comply with applicable Law, any sanction imposed by any country (including any sanction that supports a decision or resolution of the United Nations Security Council), all Regulatory Requirements and all Codes of Conduct applicable to the performance by the Service Provider of its obligations under this Agreement;


 


	 	(b)	not infringe any rights (including Intellectual Property rights) of any person or otherwise be unlawful toward any person in performing the Services; and


 


	 	(c)	promptly notify ANZ of any incident (which is notifiable pursuant to any Law or Regulatory Requirement) that occurs in performing its obligations under this Agreement or while on any premises of ANZ or in contact with any Personnel of ANZ.


 


	5.3	Engagement and Withdrawal of Personnel


 


	 	(a)	The Service Provider must only engage or employ Contractors to perform the Services who:


 


	 	(i)	are properly qualified and adequately experienced to perform the duties allocated to them or meet the requirements as specified in Part 1 of the Schedule; and


 


	 	(ii)	exhibit a high standard of work and conduct.


 


	 	(b)	The Service Provider must withdraw (immediately unless otherwise agreed) from the provision of the Services any Contractor, if, in ANZ’s reasonable opinion, that person, agent or organisation is unsatisfactory. If ANZ makes a request in accordance with this clause 5.3(b), the Service Provider must use its best endeavours to provide a replacement person, agent or organisation satisfactory to ANZ as soon as reasonably practicable.


 


	 	(c)	The Service Provider must use its best endeavours to ensure that all Personnel:


 


	 	(i)	comply with all applicable Laws, procedures, rules, regulations, standards of conduct and lawful directions of ANZ in respect of the use of premises, equipment, business ethics or methodologies, or contact with its staff or customers in each case of ANZ or any ANZ Group member;


 


	 	(ii)	while on ANZ's premises or any premises of an ANZ Group member, comply with all applicable occupational health or safety policies of ANZ, including those annexed to this Agreement and those relating to a smoke free work environment;


 


	 	(iii)	act diligently, ethically, soberly and honestly;


 


	 	(iv)	do not represent in any way that they are employees or agents of ANZ or any ANZ Group member;


 


	 	(v)	carry at all times, while on any premises of ANZ or any ANZ Group member, appropriate company identification; and


 


	 	(vi)	do not otherwise act in any manner that could disrupt or adversely affect ANZ’s business reputation, interests or goodwill.


 


	 	(d)	If any legislation requires ANZ to pay any of the Service Provider's employees directly in connection with their role in or in relation to the provision of the Services, the Service Provider must reimburse ANZ for all such payments in advance where practicable, but in any case within 10 Business Days after receipt of a tax invoice from ANZ.


 



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	CONTRACTOR AGREEMENT	 


 


	5.4	Conflicts of interest


 


	 	(a)	The Service Provider represents and warrants that to the best of its knowledge, no Conflict exists as at the date of this Agreement and no Conflict is likely to arise in the performance of its obligations or exercise of its rights under this Agreement.


 


	 	(b)	The Service Provider must take all reasonable steps to avoid a Conflict.


 


	 	(c)	If a Conflict does arise, or if the Service Provider becomes aware that another party perceives a Conflict exists or is likely to arise, the Service Provider must immediately notify ANZ.


 


	 	(d)	The Service Provider must not permit any Conflict to exist without the express written consent of ANZ.




 


	5.5	Contractors


 


	 	(a)	The Service Provider is responsible for validating with the Candidates whether the Candidate has the right to work in the country of location of employment specified by the Principal and must perform this task for each Candidate.


 


	 	(b)	Service Provider shall ensure that the Contractor is able to represent ANZ in accordance with its high standards of integrity and professionalism. For that reason, the commencement of a Contractor’s performance of the Services is contingent upon the background screening processes in accordance with this clause.  The matters investigated must include whether the individual is in good standing with the regulatory bodies that govern ANZ’s industry, where applicable.  Subject to applicable laws and regulations of the relevant jurisdiction, such processes may also include the verification of employment history and education; an identity check; right to work; a search for criminal convictions; anti-money laundering and counter terrorism financing check; economic and trade sanctions check; bankruptcy check; conflicts of interest; a media/local press search and any other screening as required or specified by ANZ.  The above checks will be undertaken by a third party provider appointed by ANZ and at ANZ’s own expense. The Service Provider is expected to advise each Contractor of this policy.


 


	 	(c)	Where ANZ is not satisfied, for any reason and at its sole discretion, with a Contractor proposed by the Service Provider, the Service Provider must nominate an alternative person (or persons) for approval by ANZ.


 


	 	(d)	To avoid doubt, a Contractor may be a personnel member of an Authorized Subcontractor. The Service Provider must ensure that each Authorized Subcontractor acknowledges and agrees to comply with this clause 5.5 with respect to such personnel.


 


	5.6	Obligations in respect of Personnel


 


	 	(a)	The Service Provider acknowledges that:


 


	 	(i)	it will continue to pay directly to the Contractor all salary and other related employment benefits and leave entitlements;


 


	 	(ii)	it will comply with all legislative requirements which arise as a result of the employment of the Contractor by the Service Provider;


 


	 	(iii)	it is responsible for and will comply with all legislative requirements related to Taxes and social security applying to the employees;


 


	 	(iv)	it will be responsible for any and all payments to the Contractor of the Service Provider in relation to the Services or any part of them; and


 


	 	(v)	neither the Service Provider, nor any agents of the Service Provider or Service Provider Personnel are entitled to any CPF contributions from ANZ or any ANZ Group Member.


 


	 	(b)	Without limiting clause 5.6(a), the Service Provider is responsible for and indemnifies and must keep indemnified ANZ and the ANZ Group members from and against any and all income tax and payroll tax payable by either party (or any other ANZ Group member) under any income tax or payroll legislation, or any other statute imposing any liability for taxation in respect of the Service Provider or its Personnel, whether foreseeable or not.


 



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	CONTRACTOR AGREEMENT	 


 


	 	(c)	The Service Provider agrees that the remuneration and the expenses referred to in this Agreement constitute the only remuneration or financial benefits to which the Service Provider is or may become entitled in connection with this Agreement and the Service Provider acknowledges that:


 


	 	(i)	ANZ will have no responsibility to the Service Provider, any of Service Provider’s agents or Service Provider Personnel (including any Contractor) in respect of remuneration, other related employment benefits or compliance with legislative requirements in relation to employees; and


 


	 	(ii)	any Contractor is not, nor will be, entitled to receive any redundancy payments, long service leave, sick leave, parental leave, holiday pay, superannuation benefits or any other benefits from ANZ in connection with this Agreement.


 





	5.7	Management of Personnel


 


The Service Provider must ensure that the
Contractor(s) are dedicated to the performance of the Services and available to perform the Services at all times and will not
remove or redeploy Contractors performing Services without the prior written permission of ANZ. The Service Provider must notify
ANZ immediately if for any reason a Contractor becomes unable to perform the Services and suggest a suitable replacement person
with equivalent skill and experience.


 


	5.8	Service Provider to Protect ANZ Property


 


The Service Provider must ensure that all
information and materials of ANZ in the custody of the Service Provider for purposes connected with this Agreement are protected
at all times from unauthorised access or use by any third party, and from misuse, damage or destruction by any person. The Service
Provider should be liable for the cost of reinstating the works or any part thereof damaged or destroyed by any cause of event
whatsoever arising from carrying out of the services to the extent of the same is solely and directly due to an act or omission
of the Service Provider


 


	5.9	ANZ Electronic Processes


 


Where applicable, the Service Provider
will integrate with ANZ’s current electronic processes in the following areas: invoicing, payments and reporting.



 


	5.10	Sustainability


 


	 	(a)	The Service Provider acknowledges that ANZ is committed to engaging Service Providers whose environmental, ethical and social performance is of a high standard; and


 


	 	(b)	The Service Provider must comply with ANZ’s Supplier Code of Practice published from time to time at www.anz.com and such other document as may be notified to the Service Provider by ANZ from time to time.


 


	6.	SUBCONTRACTORS


 


	6.1	No subcontracting without consent


 


The Service Provider must not subcontract
the performance of any of its obligations under this Agreement without the prior written consent of ANZ. For the purposes of this
Agreement, ANZ consents to the Service Provider subcontracting the work described in Part 1 of the Schedule to the corresponding
entities named in Part 1 of the Schedule (Authorised Subcontractor).


 


	6.2	Obligations in relation to subcontractors


 


If ANZ does consent under clause 6.1 to
the Service Provider subcontracting specific obligations under this Agreement to an Authorised Subcontractor the Service Provider
remains principally liable for the performance of its obligations under this Agreement. The Service Provider retains full responsibility
for the acts, omissions, defaults and/or negligence of its Authorised Subcontractors.


 






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	CONTRACTOR AGREEMENT	 


 


	7.	FEES, INVOICING AND PAYMENT


 


	7.1	Fees


 


	 	(a)	The Fees payable by ANZ are:


 


		(i)	calculated in accordance with Part 2 of the Schedule,
on a time and material basis.



 


		(b)	ANZ’s obligation to pay the Fees under paragraph
(a) is subject to:



 


		(i)	those Fees being properly due and payable;



 


	 	(ii)	the proper performance of the Services;


 


	 	(iii)	the proper submission by the Service Provider of a Valid Tax Invoice in accordance with clause 7.2; and


 


		(iv)	ANZ not disputing the Valid Tax Invoice in accordance
with clause 7.3.



 


	7.2	Submission of Valid Tax Invoice



 


Each Monthly Invoice Date, the Service
Provider must submit a Valid Tax Invoice to the ANZ Representative as specified in Part 1 of the Schedule (or the person nominated
by the ANZ Representative in writing from time to time) for the Fees accrued for Services provided or used in the previous month.


 


	7.3	Processing of Valid Tax Invoices



 


	 	(a)	ANZ must assess the accuracy of the Valid Tax Invoice (including its obligation to pay the Valid Tax Invoice under the terms of clause 7.1(b)).


 


	 	(b)	If ANZ disputes the accuracy of the Valid Tax Invoice or its obligation to pay the invoiced amount, it may issue a statement (an Invoice Query Statement) to the Service Provider within 10 calendar days after the receipt of a Valid Tax Invoice setting out the discrepancy between the invoiced amount and what ANZ believes to be the correct amount.


 


	 	(c)	Upon receipt of an Invoice Query Statement, the Service Provider must within 7 calendar days reconsider its Valid Tax Invoice and either confirm the Valid Tax Invoice, re-issue an adjusted Valid Tax Invoice or, if agreed with ANZ, notify ANZ that it will adjust the Valid Tax Invoice of the subsequent month to rectify the discrepancy.


 


	 	(d)	ANZ may, acting reasonably, request the Service Provider (at the Service Provider’s cost) to supply additional information and documentary evidence to substantiate each Valid Tax Invoice.


 


	 	(e)	Notwithstanding anything in this clause 7.3, where ANZ has failed to issue an Invoice Query Statement and subsequently disputes a Valid Tax Invoice, the rights and liabilities of the parties are the same as they would be at common law and ANZ’s failure to issue the Invoice Query Statement does not constitute a waiver of any of its common law rights.


 






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	CONTRACTOR AGREEMENT	 


 


	7.4	Payment of Valid Tax Invoices


 


	 	(a)	Where there is no dispute between the parties in relation to a Valid Tax Invoice, ANZ must pay the invoiced amount to the Service Provider within 30 calendar days of receiving the Valid Tax Invoice.


 


		(b)	Where there is a dispute between the parties in relation
to a Valid Tax Invoice:



 


	 	(i)	ANZ may request the Service Provider to reissue the Valid Tax Invoice (Reissued Invoice) for the undisputed component;


 


	 	(ii)	ANZ must pay the non-disputed component (if any) of the invoiced amount to the Service Provider within 30 calendar days of receiving the Valid Tax Invoice or (where applicable) within 30 calendar days of receiving the Reissued Invoice; and


 


	 	(iii)	the dispute involving the disputed component of the invoiced amount must be dealt with under clause 17. Where ANZ is found to be (or concedes that it is) incorrect in challenging the correctness of any Valid Tax Invoice, it will pay interest at ANZ’s commercial overdraft rate on the disputed component of the invoiced amount from the date of payment back to the date when the invoiced amount was due for payment. Any other matters in relation to the disputed component of the invoiced amount will be determined as part of the dispute resolution under clause 17.


 


	 	(c)	All amounts payable under this Agreement are payable in RMB unless specified otherwise. (See also Part 1 of the Schedule)


 


	7.5	Effect of payment


 


Payment of any amount by ANZ is to be taken
only as a payment on account, and is not:


 


	 	(a)	evidence or an admission by ANZ that the Services have been provided in accordance with this Agreement;


 


	 	(b)	evidence of the value of the Services;


 


	 	(c)	an admission of liability; nor


 


	 	(d)	acceptance or approval by ANZ of the Service Provider’s performance.


 


	7.6	Payments made in error



 


It is the Service Provider’s responsibility
to:


 


	 	(a)	ensure that ANZ is only requested to pay Fees properly due and owing; and


 


	 	(b)	provide a refund to ANZ for any amounts in respect of these items paid in error.


 


	8.	CONFIDENTIALITY


 


	8.1	Ownership of Confidential Information


 


The Service Provider acknowledges that
the Confidential Information is, and remains at all times, the property of ANZ. This Agreement does not convey any proprietary
or other interest in the Confidential Information to the Service Provider or any other person.


 


	8.2	Protection of Confidential Information


 


The Service Provider must keep, and procure
that each of its Personnel keep, the Confidential Information strictly confidential and not disclose it or allow it to become available
directly or indirectly to any third party, except as provided for in this Agreement. This obligation continues after the termination
of this Agreement and will continue until the information no longer constitutes Confidential Information.


 


	8.3	Authorised use of Confidential Information


 


The Service Provider must not access or
use the Confidential Information for any reason except as strictly necessary for performing its obligations or exercising its rights
under this Agreement, or otherwise with ANZ’s prior written consent and if any specific purpose has been identified by ANZ
as the purpose for which the Confidential Information was provided to the Service Provider, the Service Provider may use the Confidential
Information for such specified purpose only. The Service Provider must strictly comply with: (i) all Laws and Regulatory Requirements
(including guidelines and codes or conducts) application to the Confidential Information) any restraint on the use of the Confidential
Information that may be stipulated by ANZ at any time.


 



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	CONTRACTOR AGREEMENT	 


 


	8.4	Authorised disclosure of Confidential Information


 


The Service Provider may only disclose
the Confidential Information:


 


	 	(a)	to its Personnel, provided that it strictly complies with clause 8.6 and each applicable Law or Regulatory requirement (including guidelines and codes of conduct) relating to such disclosure;


 


	 	(b)	to a specific third party (other than its Personnel), provided that it has obtained the prior written consent of ANZ to disclose the specific Confidential Information to that specific third party, and provided that the Service Provider and the third party strictly comply with clause 8.6, and with any conditions that may be stipulated by ANZ at any time; and


 


	 	(c)	to the extent strictly required to comply with any Law or Regulatory Requirement provided the Service Provider must: (i) minimise the extent of the disclosure and give ANZ prompt notice containing reasonable details of the circumstances of the proposed disclosure and the relevant Confidential Information to be disclosed; and (ii) obtain ANZ’s written consent prior to disclosure.




 


	8.5	Insider trading


 


Without limiting clauses 8.3 and 8.4, the
Service Provider must not, directly or indirectly:


 


	 	(a)	deal in, or cause, procure or authorise another person to deal in, any securities listed on any stock exchange on the basis of the Confidential Information or any other price sensitive non-public information of which the Service Provider becomes aware as a result of the provision of, or in the course of providing, the Services (Inside Information); or


 


	 	(b)	communicate, or cause to be communicated, the Inside Information to any person, in contravention of any relevant Laws or Regulatory Requirements in relation to insider trading.




 


	8.6	Reasonable precautions to maintain confidentiality


 


Without limiting clause 8.2, the Service
Provider must use best endeavours to maintain the confidentiality of the Confidential Information and to protect it from unauthorised
access, use and disclosure, including:


 


	 	(a)	restricting access to, and use of, the Confidential Information to those of its Personnel on a strictly and genuine need to know basis for the specific purpose for which the Confidential Information was disclosed by ANZ or, in the absence of an express or implied specific purpose, the purpose of performing this Agreement;


 


	 	(b)	notifying each of its Personnel and Authorised Disclosees that has access to the Confidential Information of the Service Provider’s obligations under this Agreement;


 


	 	(c)	ensuring that its Personnel, former Personnel and Authorised Disclosees observe the terms of this clause as if they were the Service Provider;


 





	 	(d)	if requested by ANZ, obtaining from each of its Personnel and Authorised Disclosees that has access to the Confidential Information, whether or not prior to disclosure of any Confidential Information to that person, an executed confidentiality statement in favour of ANZ in a form as set out in Annexure 1, and ensuring that such Personnel and Authorised Disclosees are aware of and comply with the requirements posed in relevant applicable laws;


 


	 	(e)	copying, modifying, summarising, producing derivations of, or incorporating within other material or otherwise reproducing the Confidential Information only as strictly required for performing this Agreement;


 


	 	(f)	complying with any reasonable security and safety procedures notified in writing to the Service Provider by ANZ;




 


	 	(g)	immediately notifying ANZ of any circumstance that comes to its attention regarding any actual or potential breach of confidentiality or any unauthorised access, disclosure or use of Confidential Information (including any such breach by any of the Service Provider’s Personnel or Authorised Subcontractor);


 


	 	(h)	making every effort to cooperate with ANZ in any investigation, prosecution or remedial action taken by ANZ in relation to the protection of the Confidential Information; and


 


	 	(i)	ensuring that it uses all practical and legal options available to it to ensure that the conduct of its Personnel, former Personnel and Authorised Disclosees does not result in a breach of this clause, and if such a breach does arise, that it is immediately ceased and remedied to the reasonable satisfaction of ANZ.


 



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	CONTRACTOR AGREEMENT	 


 


	8.7	Return of Confidential Information


 


Upon the termination or expiry of this
Agreement, or at any time upon the written request of ANZ (at its absolute discretion), the Service Provider must, subject to clause
8.8:


 


	 	(a)	deliver to ANZ any Confidential Information in the Service Provider’s (including its Personnel’s) possession or control that is reasonably capable of being delivered; and


 


	 	(b)	irretrievably delete, erase or otherwise destroy all Confidential Information in the Service Provider’s (including its Personnel’s) possession or control that is not capable of delivery to ANZ, including that contained in computer memory, magnetic, optical, laser, electronic or other media, and confirm in writing to ANZ that it has done so including the method, time and place of destruction.


 


	8.8	Retention of Confidential Information


 


Provided that the Service Provider continues to comply with
its obligations under this clause 8, the Service Provider may retain any Confidential Information that the Service Provider is
required by Law to retain.


 


For the purposes of this clause 8.8: (i)
the Service Provider must minimise the extent of retention and give ANZ notice and documentary evidence of the circumstances of
the proposed retention and the relevant Confidential Information to be retained; (ii) the Service Provider must obtain ANZ’s
written consent prior to retention; and (iii) under no circumstances shall the Service Provider be permitted to retain any ANZ
Data, Customer Information, Personal Data or ANZ employee information.


 


	8.9	Unauthorised Disclosure or Use of Confidential Information


 


The Service Provider acknowledges that
damages alone are unlikely to be an adequate remedy in respect of any breach of the Service Provider’s obligations under
this Agreement. Accordingly, in addition to other remedies that may be available, ANZ may seek the immediate granting of injunctive
or other equitable and/or interlocutory relief to protect ANZ’s rights and interest in the Confidential Information against
any actual or potential breach of this Agreement, without proof of actual damages, in addition to any other remedy to which ANZ
would be entitled.



 





	9.	DATA PROTECTION


 


	9.1	Compliance with Data Protection Legislation and Laws


 


The Service Provider
shall, and procure that its Personnel shall, at all times comply with any applicable Data Protection Legislation and any other
applicable Laws governing the use and disclosure of Personal Data, and treat Personal Data as Confidential Information in accordance
with clause 8.




 


	9.2	Service Provider’s Warranties and Undertakings


 


In the event that
the Service Provider or any of its Personnel process, hold, store, copy, use transmit, transfer, receive or carry out any operation
on the Personal Data for the purposes of this Agreement, the Service Provider hereby warrants and undertakes that it shall, and
will procure in a contract made in writing that each of its Personnel shall:


 


	 	(a)	only use the Personal Data for the purposes in which it was disclosed or provided to it and within the parameters of the consent given by the individual to which the Personal Data relates and do not wrongfully disclose or misuse any Personal Data;


 


	 	(b)	comply with any request made or direction given by ANZ in connection with the obligation of ANZ under any Data Protection Legislation;


 


	 	(c)	keep all Personal Data provided by ANZ segregated from any other Personal Data;


 


	 	(d)	act only on instructions from ANZ regarding the processing of the Personal Data provided by ANZ;




 






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	CONTRACTOR AGREEMENT	 


 


	 	(e)	not transfer or process any Personal Data provided by ANZ without ANZ’s prior written consent or the prior written consent of the relevant individual that the Personal Data in question relates to;


 


	 	(f)	promptly notify ANZ in the event that the Service Provider becomes aware that it has breached the provisions of this clause 9 and/or a complaint is made by an individual to which the Personal Data relates; and


 


	 	(g)	provide full co-operation to ANZ in the event that ANZ is subject to any investigations by a Government Agency in relation to the Data Protection Legislation, provided that, the reasonable and proper costs incurred by Service Provider in providing such co-operation shall be reimbursed promptly to Service Provider by ANZ, save where the investigation is to do with a breach by Service Provider of its obligation under this Agreement, in which case Service Provider shall bear such costs itself.


 


	9.3	Indemnity


 


The Service Provider
shall indemnify ANZ against any and all losses, damages, reasonably and properly incurred costs and reasonably and properly incurred
expenses (including, without limitation, reasonably and properly incurred legal expenses) suffered or incurred by ANZ as a result
of the acts or omissions of the Service Provider or its Personnel in connection with a breach of this clause 9.


 


	9.4	Service Provider’s obligation to protect Personal Data


 


The Service Provider must:


 


	 	(a)	take all reasonable steps to protect all Personal Data in its possession or control against misuse and loss and from unauthorised access, modification or disclosure;


 


	 	(b)	take all appropriate technical and organisational measures in accordance with the Data Protection Legislation and otherwise in accordance with industry best practice against unauthorised or unlawful processing of, and against accidental loss or destruction of, Personal Data, and in order to maintain the integrity of Personal Data, including by isolating, segregating and clearly identifying Personal Data provided by ANZ and ensuring a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and appropriate to the nature of Personal Data;


 


	 	(c)	take reasonable steps to ensure the reliability of all Personnel who have access to the Personal Data and ensure that such Personnel are aware of Service Provider’s obligation under this clause;


 


	 	(d)	only allow its Personnel to access any Personal Data where necessary for the purposes of this Agreement; and


 


	 	(e)	on the earlier of the expiry or termination of the Agreement or when requested by ANZ, and at the option of ANZ either;


 


	 	(i)	return to ANZ copies of all Personal Data in the possession or control of the Service Provider;


 


	 	(ii)	destroy all Personal Data in the possession or control of the Service Provider; or


 


	 	(iii)	de identify all Personal Data in the possession or control of the Service Provider.


 


	9.5	Incident notification


 


The Service Provider must immediately notify
ANZ if the Service Provider becomes aware of a breach or possible breach of its obligations in relation to the collection, use,
disclosure, storage or handling of Personal Data under or in connection with this Agreement.


 


	10.	PUBLICITY


 


The Service Provider must not publicise
the existence of this Agreement or any of its terms nor any other matter related to it (including the business relationship between
the parties) without first obtaining the written approval of ANZ.


 


	11.	INTELLECTUAL PROPERTY and MORAL RIGHTS


 


	11.1	Service Provider’s Intellectual Property


 


	 	(a)	The Service Provider represents and warrants that it is the absolute and unencumbered legal and beneficial owner of, or that it holds a valid licence to use, the Service Provider’s Intellectual Property and all other intellectual property rights necessary for it to be able to fulfil its obligations under this Agreement and to permit ANZ to exploit the benefits of the Services.


 



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	CONTRACTOR AGREEMENT	 




 


		(b)	ANZ
                                         acknowledges and agrees that the Service Provider’s Intellectual Property remains
                                         the property of and vests in the Service Provider.
	 	 	 



		(c)	The
                                         Service Provider grants to ANZ a perpetual, irrevocable, non-exclusive, worldwide, transferable,
                                         royalty-free licence to exercise all rights in the Service Provider’s Intellectual
                                         Property as is necessary for ANZ to enjoy the benefit of the Services for the purposes
                                         of its business and the business of ANZ Group members. This licence includes the right
                                         to sublicense any of the Service Provider’s Intellectual Property to:
	 	 	 



		(i)	any
                                         ANZ Group member; or
	 	 	 



		(ii)	any
                                         third party engaged by ANZ or any ANZ Group member, for the purpose of providing services
                                         to ANZ or any ANZ Group member.
	 	 	 



	11.2	Assignment
                                         of Intellectual Property to ANZ
	 	 



		(a)	The
                                         Service Provider hereby assigns to ANZ all rights, title and interest in any copyright
                                         subsisting in the Developed Intellectual Property with effect from the date of this Agreement
                                         and all remaining Developed Intellectual Property with effect from the date of creation
                                         of that Developed Intellectual Property.
	 	 	 



		(b)	The
                                         Service Provider must at the request of ANZ execute all further documents and assurances
                                         and take such further action, including assisting in relation to any litigation commenced
                                         by or brought against ANZ, as ANZ may deem necessary or desirable to allow or assist
                                         ANZ to obtain, perfect, enforce, assert or defend its interests in or rights to use,
                                         disclose, reproduce, publish, exhibit, transmit, communicate or adapt the Developed Intellectual
                                         Property or any materials in which Developed Intellectual Property subsists or generally
                                         to give effect to this clause 11.2, or to prevent, or to obtain other remedies from,
                                         others infringing any of those interests or rights, provided that ANZ meets the Service
                                         Provider’s reasonable costs of complying with this clause 11.2(b).
	 	 	 



	11.3	ANZ’s
                                         Intellectual Property
	 	 



		(a)	The
                                         Service Provider acknowledges and agrees that:
	 	 	 



		(i)	ANZ’s
                                         Intellectual Property remains the property of the relevant member of the ANZ Group;
	 	 	 



		(ii)	this
                                         Agreement does not confer on the Service Provider any proprietary right or title to any
                                         of ANZ’s Intellectual Property; and
	 	 	 



		(iii)	the
                                         rights granted under this clause 11.3 are personal to the Service Provider and that
                                         it has no right to sub-license, sub-contract, assign or transfer any of its rights under
                                         this clause 3 without the prior written consent of ANZ.
	 	 	 



		(b)	ANZ
                                         grants, subject to the restrictions in clauses 11.3(c) and 11.3(d), a non-exclusive,
                                         royalty-free licence to the Service Provider during the Term to use and reproduce ANZ's
                                         Intellectual Property for the sole purpose of performing its obligations under this Agreement.
	 	 	 



		(c)	In
                                         using or reproducing any items of ANZ’s Intellectual Property licensed under clause
                                         11.3(b), the Service Provider must ensure that the use or reproduction is strictly for
                                         the purposes of performing its obligations under this Agreement and that it has the prior
                                         written approval of ANZ for each proposed type of use or reproduction.
	 	 	 



		(d)	Upon
                                         termination or expiry of this Agreement, the Service Provider must deliver or render
                                         faithful account to ANZ for all ANZ’s Intellectual Property including all Documentation
                                         and other things containing ANZ’s Intellectual Property that came into the Service
                                         Provider’s possession or under its control in the course of providing the Services.
	 	 	 



	11.4	Notification
                                         of infringement by third parties



 


The
Service Provider must notify ANZ as soon as practicable of any infringement or suspected infringement of the Developed Intellectual
Property by a third party.


 


	11.5	Moral
                                         Rights



 


To
the extent permitted by applicable Law, the Service Provider irrevocably and unconditionally consents, and will obtain all other
necessary consents from its Personnel so that ANZ’s use of the Developed Intellectual Property does not infringe any Moral
Rights in any Developed Intellectual Property, anywhere in the world.


 






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	CONTRACTOR AGREEMENT	 


 


	12.	INSURANCE
                                         AND WORKERS COMPENSATION



 


	12.1	Types
                                         of insurance
	 	 



		(a)	The
                                         Service Provider must effect on or prior to the Commencement Date and continuously maintain
                                         for the Term of this Agreement public liability insurance with a minimum indemnity limit
                                         of at least that stated in Part 3 of the Schedule, and the additional requirements stated
                                         in Part 3 of the Schedule, which covers liability to the public in respect of any loss
                                         or damage to real or personal property (including property belonging to ANZ) and any
                                         person who is injured or killed during the performance of the Services.
	 	 	 



		(b)	If
                                         required by ANZ. the Service Provider must effect on or prior to the Commencement Date
                                         and continuously maintain for a period of seven (7) years after the termination or expiry
                                         of this Agreement professional indemnity and fidelity insurance with a minimum indemnity
                                         limit of at least that stated in Part 3 of the Schedule, and the additional requirements
                                         stated in Part 3 of the Schedule, which covers liability to ANZ arising from a breach
                                         of professional duty, whether owed in contract or otherwise, caused by any negligent
                                         or other act or omission of the Service Provider, or any of its Personnel, (such policies
                                         to apply during that further period in respect of liabilities of the Service Provider
                                         accrued as at the date of termination or expiration of this Agreement, and liabilities
                                         of the Service Provider arising under or in connection with this Agreement following
                                         the date of such termination or expiration)



 



		(c)	The
                                         Service Provider must effect and maintain insurance against all liability (including
                                         work injury compensation) in relation to all Personnel employed by the Service Provider
                                         (particularly the Contractor) who are directly or indirectly involved in the provision
                                         of the Services.
	 	 	 



	12.2	Evidence
                                         of Insurance



 


On
request by ANZ, the Service Provider must produce to ANZ satisfactory evidence that the Service Provider has complied with and
continues to comply with its obligations under this clause and will give ANZ copies of all receipts for the premiums paid.


 


	13.	POWER
                                         AND AUTHORITY



 


Each
party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement.


 


	14.	SERVICE
                                         PROVIDER'S WARRANTIES



 


The
Service Provider warrants that:


 


		(a)	all
                                         Contractors of the Service Provider engaged in the performance of the Services or any
                                         of them have the qualifications, skills and experience reasonably necessary to perform
                                         those Services;
	 	 	 



		(b)	all
                                         Services will:
	 	 	 



		(i)	comply
                                         with any requirements or specifications agreed in writing by the parties;
	 	 	 



		(ii)	be
                                         fit for the purposes for which they are provided;
	 	 	 



		(iii)	comply
                                         with all applicable Laws; and
	 	 	 



		(c)	the
                                         provision or receipt of the Services, will not infringe any rights (including rights
                                         to Intellectual Property) of any person or give rise to any obligation on behalf of ANZ
                                         or any of its licensees or assignees to pay compensation or royalty to any person.



 


	15.	INDEMNITIES
                                         AND LIABILITY



 


	15.1	Indemnities
                                         from Service Provider
	 	 



The
Service Provider indemnifies and must keep indemnified ANZ and the relevant ANZ Group members from and against any and all Claims
suffered or incurred by ANZ or the relevant ANZ Group member directly or indirectly in connection with any of the following:


 


		(a)	any
                                         breach by the Service Provider or its Personnel of the Service Provider’s obligations
                                         under this Agreement;
	 	 	 



		(b)	any
                                         negligence by the Service Provider or its Personnel in relation to this Agreement or
                                         the provision of the Services;
	 	 	 



		(c)	the
                                         provision or receipt of any Services infringing the rights (including rights to Intellectual
                                         Property) of any person and any allegations of such infringements;



 






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	CONTRACTOR AGREEMENT	 


 



		(d)	fraud,
                                         or fraudulent misrepresentation, wilful misconduct or repudiation of this Agreement by
                                         the Service Provider or its Personnel in relation to this Agreement or the provision
                                         of the Services;
	 	 	 



		(e)	any
                                         breach of any obligation of confidentiality or privacy (including a breach of clauses
                                         8); or
	 	 	 



		(f)	any
                                         failure by any of the Personnel to have any necessary visas, consents or other Authorisations
                                         required at Law to permit them to work in P.R.C. or to perform the Services.



  


	15.2	Operation
                                         and nature of indemnities
	 	 



		(a)	Each
                                         indemnity in this Agreement is a continuing obligation of the indemnifying party, whether
                                         or not legal proceedings are instituted, and despite any settlement of account or the
                                         occurrence of any other thing, and survives the termination or expiry of this Agreement.
	 	 	 



		(b)	Each
                                         indemnity in this Agreement is an additional, separate and independent obligation of
                                         the indemnifying party and no one indemnity limits the generality of any other indemnity.
	 	 	 



		(c)	A
                                         party may recover a payment under an indemnity in this Agreement before it makes the
                                         payment in respect of which the indemnity is given.
	 	 	 



		(d)	The
                                         indemnities in this Agreement:
	 	 	 



		(i)	apply
                                         whether the Claim arises in connection with negligence, misrepresentation, or other cause
                                         and whether or not the Claim is foreseeable; and
	 	 	 



		(ii)	include
                                         legal expenses on a full indemnity basis and damages and other compensation paid on the
                                         advice of legal advisers to compromise or settle any claim, whether of the parties or
                                         another person.



  



	15.3	Limitation
                                         of liability
	 	 



Neither
Party shall be liable to the other party for damages in connection with this Agreement in respect of any Indirect Loss.


 


	 	(a)	To the extent permitted by applicable Law, if either
party is liable for damages to the Service Provider in connection with this Agreement, then the aggregate amount of damages recoverable
against the other party will not exceed an amount equal to the amount stated in Part 3 of the Schedule.




 


		(b)	Neither
                                         Party shall be liable to the other party for damages in connection with this Agreement
                                         in respect of any Indirect Loss.
	 	 	 



	15.4	Application
                                         of Indemnification Rights
	 	 



		(a)	When
                                         a third party brings a Claim which is within the scope of clause 15.1, ANZ must give
                                         the Service Provider prompt written notice of the Claim. If the Service Provider provides
                                         ANZ with prompt acknowledgement that the Claim would be covered by clause 15.1 if successful,
                                         and also provides (if reasonably requested by ANZ) security to cover the amount of the
                                         Claim if successful then the following provisions apply:
	 	 	 



		(i)	the
                                         Service Provider shall have control over the defence, compromise, or settlement at the
                                         Service Provider’s expense of the Claim, provided that ANZ or the relevant ANZ
                                         Group member may observe the proceeding and reasonably participate in such proceeding;
	 	 	 



		(ii)	ANZ
                                         or the relevant ANZ Group member shall give the Service Provider all reasonable information,
                                         assistance, and authority to enable the Service Provider to defend the Claim; and
	 	 	 



		(iii)	the
                                         Service Provider will not settle or compromise any Claim without first obtaining the
                                         prior written consent of ANZ or the relevant ANZ Group member, such consent not to be
                                         unreasonably withheld.
	 	 	 



		(b)	Without
                                         limiting the Service Provider’s obligations under this Agreement, if the Service
                                         Provider fails to provide the acknowledgement described in paragraph (a) above promptly
                                         or does not take action promptly to defend a Claim as required by this Agreement, and
                                         does not remedy such failure within 10 days after receipt of written notice from ANZ
                                         or the relevant ANZ Group member requiring the Service Provider to do so, ANZ or the
                                         relevant ANZ Group member may, but shall not be obligated to, take such action as it
                                         sees fit in respect of the Claim (including defending or settling the Claim) without
                                         the consent of the Service Provider, and may recover from the Service Provider all losses,
                                         damages, costs, expenses (including legal fees on a solicitor own client basis) and other
                                         liabilities incurred in connection with such action. ANZ or the relevant ANZ Group member
                                         must act reasonably and in good faith in taking such action.



 






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	CONTRACTOR AGREEMENT	 


 


	16.	SET-OFF
                                         AND DEDUCTIONS



 


ANZ
may deduct and set-off from any moneys otherwise due to the Service Provider from ANZ, any money due from the Service Provider
to ANZ or paid by ANZ on behalf of the Service Provider, including any Claims incurred by ANZ as result of the termination of
this Agreement. This right of set-off is without prejudice to, and is not in limitation of, any other remedies of ANZ.


 


	17.	DISPUTE
                                         RESOLUTION



 


	17.1	Application
                                         of clause
	 	 



Except
as stated expressly to the contrary in this Agreement, all disputes, differences or disagreements in relation to this Agreement
(Disputes) must first be dealt with in accordance with this clause 17.


 


	17.2	Continued
                                         performance of Agreement during dispute



 


Both
parties must continue to perform the Agreement despite the existence of any Dispute provided that nothing in this clause prevents
or restricts either party from lawfully exercising any of its rights under clause 2 of this Agreement at any time.


 


	17.3	Further
                                         Proceedings



 


All
Disputes should be in the first place settled via negotiation by parties hereunder. If, following negotiation of a Dispute the
Dispute has not been resolved, the parties hereunder agree to resolve the Dispute according to clause 19.2.


 


	18.	NOTICES



 


	18.1	How
                                         notices must be given



 


A
notice, request, demand, consent or approval (each a notice) from one party to another party (in this clause, the
Recipient) under this Agreement:


 


		(a)	must
                                         be in writing;
	 	 	 



		(b)	addressed
                                         to the Recipient; and



 



		(c)	delivered
                                         to the Recipient’s address in person; or
	 	 	 



		(d)	sent
                                         by registered mail to the Recipient’s address; or
	 	 	 



		(e)	transmitted
                                         by facsimile to the Recipient’s fax number subject to a correct and complete transmission
                                         report being received by the sender; or
	 	 	 



		(f)	transmitted
                                         by email to the Recipient’s email address subject to a correct and complete receipt
                                         acknowledgement being received by the sender and a follow up method of delivery (as described
                                         in clauses 18.1(c), 18.1(d) or 18.1(e) being undertaken.
	 	 	 



	18.2	Recipient’s
                                         address, fax number and email address



 


For
the purpose of this clause the address, fax number and email address of the Recipient is initially as set out in Part 1 of the
Schedule or (if any) the latest notified address, fax number or email address that the Recipient has notified to the other party.


 


	18.3	When
                                         notice taken as given



 


A
notice given to the Recipient in accordance with clause 18.1 will be treated as having been received by the Recipient:


 


		(a)	if
                                         delivered to the Recipient’s address in person, on the day and at the time of delivery;
	 	 	 



		(b)	if
                                         sent by registered mail to the Recipient’s address, on the third Business Day after
                                         posting (where posted within P.R.C. or) on the tenth Business Day after posting (where
                                         posted outside P.R.C.);
	 	 	 



		(c)	if
                                         transmitted by facsimile to the Recipient’s fax number on receipt by the sender
                                         of a transmission control report from the despatching machine showing the relevant number
                                         of pages and the correct destination fax number and indicating that the transmission
                                         has been received without error; and
	 	 	 



		(d)	if
                                         transmitted by email to the Recipient’s email address on receipt by the sender
                                         of a confirmation message from the recipient’s mail server indicating that the
                                         message has been received by the person to whom it was addressed without error, provided
                                         that the sender must follow up such email notice with one of the other methods of notice
                                         delivery referred to above.



 






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	CONTRACTOR AGREEMENT	 


 


Provided
that if the result of the above provisions would be to deem the notice to have been received on a day which is not a Business
Day or after 4pm on a Business Day then the notice will be deemed to have been received on the next Business Day.


 


	18.4	Other
                                         legal modes of service



 


The
provisions of this clause are in addition to any other mode of service permitted by Law.


 


	19.	MISCELLANEOUS



 


	19.1	Governing
                                         law



 


This
Agreement is governed by the Laws in P.R.C.


 


	19.2	Jurisdiction



 


In
relation to any legal action or proceedings arising out of or in connection with this Agreement each party irrevocably submits
to the non-exclusive jurisdiction of the courts of P.R.C. of ANZ’s domicile and waives any objection to proceedings in any
such court on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.


 


	19.3	Entire
                                         agreement



 


This
Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties
with respect to the matters dealt with in this Agreement and there are no oral or written understandings, representations, warranties
or commitments of any kind, express or implied, in relation to the matters dealt with in this Agreement that are not expressly
set out in this Agreement.


 


	19.4	Taxes
                                         and duties



 


The
provisions of Annexure 2 apply.


 


	19.5	GST



 


The
provisions of Annexure 2 apply.


 


	19.6	Relationship
                                         of parties



 


Nothing
in this Agreement is to be construed as constituting one party as agent or employee or partner of the other party or in joint
venture with the other party. No party has authority to bind or purport to bind the other party.


 


	19.7	Amendment



 


Any
amendment, variation, consent to modification, supplement, replacement, novation, or assignment of any provision of this Agreement
must be in writing, and if by ANZ, is effective only if signed by an authorised representative of ANZ.


 


	19.8	Successors
                                         and Assignees



 


References
to a party in this Agreement include references to that party’s successors and permitted assignees or transferees.


 


	19.9	Assignment



 


No
party may assign, novate, dispose of, or otherwise create an interest in its rights under this Agreement unless it has the prior
written consent of the other party.


 






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	CONTRACTOR AGREEMENT	 


 


	19.10	Service
                                         Provider’s cost



  


Anything
the Service Provider is required to perform in respect of the Services or otherwise to do under this Agreement must be done at
the Service Provider’s cost, unless stated otherwise.


 


	19.11	Waivers



 


A
waiver of any right, power, authority, discretion or remedy arising on default under this Agreement must be in writing and signed
by the party granting the waiver. A failure or delay in exercise, or partial exercise, of a right, power, authority, discretion
or remedy created or arising on default under this Agreement does not result in a waiver of that right, power, authority, discretion
or remedy.


 


	19.12	Severability



 


All
or part of any provision of this Agreement that is illegal, invalid or unenforceable will be severed from this Agreement and the
remaining provisions (and parts of provisions) will continue in force.


 


	19.13	Counterparts




 


This
Agreement and any documents to executed under it may be executed in any number of counterparts. All counterparts of this Agreement
or any such document together will be taken to constitute one instrument.


 


	19.14	Parties
                                         hereunder have negotiated thoroughly with regard to all the terms and conditions herein
                                         and each party further confirms that it has been asked to pay particular attention to,
                                         fully understood and accepted all the terms and conditions relating to its rights and
                                         obligations hereunder.
	 	 



		19.15	Audit



 


You
must on reasonable notice (not required to exceed 5 Business days) provide ANZ (and, subject to this clause, its designated representatives)
with facilities and records sufficient to allow ANZ to perform an audit to the extent reasonably necessary to confirm the Service
Provider’s compliance with this Agreement, or otherwise to the extent required to comply with all applicable laws.


 




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	CONTRACTOR AGREEMENT	 


 


EXECUTED
as an agreement.


 


	Signed
        for and on behalf of ANZ GLOBAL
        SERVICES

        AND
OPERATIONS (CHENGDU) COMPANY LIMITED

         
	 	 
	Signature of authorized representative

                                                                                 
	 	Name
    and title of authorized representative
	 

         
	 	 

         

	Date
    of Execution	 	Company
    seal
	Place
        of Execution

         
	 


 


	SIGNED
for and on behalf of ChinaLink Professional Services Co., Ltd

        

         
	 	 
	Signature of authorised representative

                                                                                 
	 	Name
    and title of authorised representative
	 	 	Company
    seal
	Date
        of Execution

         
	 
	Place
        of Execution

         



 


  





	ANZ CONTRACT NUMBER: [  2014C217   ]	 	25