AON · 2019. 10. 18. · AON HEWITT LIMITED ABN 48 002 288 646, AFSL 236667 of Level 33, Aon Tower, 201 Kent Street, Sydney, New South Wales ("Aon") and FITZPATRIKS DEALER GROUP PTY

Aon Hewitt Limited (ABN 48 002 288 646)

and

Fitzpatricks Dealer Group Pty Ltd (ABN 33 093 667 595)

DEALER AGREEMENT

AON Hewitt

ASP.002.001 .1145

""D {)(_ )""1 ~

ASP.002.001.1146

CONTENTS

1. DEFINITIONS ......................................................................................................... 4

2. APPOINTMENT .........................................••.......................................................... 7

3. NON-EXCLUSIVITY ............................................................................................... 7

4. NO AGENCY .......................................................................................................... 7

5. AGREEMENT ......................................................................................................... 7

6. VARIATION AND REVIEW .................................................................................... 7

7. TERM ..................................................................................................................... 8

8. DUTIES OF AON ................................................................................................... 8

9. DUTIES OF THE DEALER ........................................................ !!!!!!!!!!!!'l!!!!!!!'! !!! !! !'l !!!!!!!!! !!! !!!!!!'! !! !! ! !!!!! !! !!! !I 9

10. REMUNERATION ................................................................................................ 11

11. OFFER DOCUMENTS AND PRODUCT PROMOTIONAL MATERIAL. .............. 11

12. APPLICATIONS ................................................................................................... 12

13. PROHIBITED BEHAVIOUR ................................................................................. 12

14. TERMINATION ..................................................................................................... 12

15. CONSEQUENCES OF TERMINATION OR EXPIRATION .............................. 13

16. CONFIDENTIALITY AND PRIVACY ................................................................. 14

17. INTELLECTUAL PROPERTY ............................................................................ 14

18. DISPUTE RESOLUTION AND GOVERNING LAW ............................................. 15

19. SERVICE OF NOTICES ....................................................................................... 15

20. ASSIGNMENT & DELEGATION .......................................................................... 16

2

© 2011 Aon Hewitt Limited

ASP.002.001.1 147

21. INDEMNITIES AND LIABllLTY ............................................................................ 16

22. REPRESENTATIONS AND WARRANTIES ........................................................ 17

23. COMPLIANCE ..................................................................................................... 17

24. COMPLIANCE WITH ANTI-BRIBERY LAWS ..................................................... 18

25. GST ...................................................................................................................... 19

26. GENERAL PROVISIONS ..................................................................................... 20

27. INTERPRETATION - GENERAL ......................................................................... 21

28. FORCE MAJEURE .............................................................................................. 22

SCHEDULE 1 - PRODUCTS ...................................................................................... 24

SCHEDULE 2 - REMUNERATION ............................................................................. 25

SCHEDULE 3 - DEALER SERVICES ....................................................................... 26

SCHEDULE 4 - AON SERVICES .............................................................................. 27

SCHEDULE 5- BANK ACCOUNT DETAILS ........................................................... 28

SCHEDULE 6 - RECIPIENT CREATED TAX INVOICE (RCTI) AGREEMENT ..... 29

© 2011 Aon Hewitt Limited 3

ASP.002.001.1148

DEALER AGREEMENT

THIS AGREEMENT dated is between:

AON HEWITT LIMITED ABN 48 002 288 646, AFSL 236667 of Level 33, Aon Tower, 201 Kent Street, Sydney, New South Wales ("Aon")

and

FITZPATRIKS DEALER GROUP PTY LTD ABN 33 093 667 595, AFSL 247429 of Level 2, 72-80 Marine Parade, Coolangatta, Queensland ("Dealer")

RECITALS A. Aon is a body corporate holding an Australian Financial Services Licence and authorised to provide advice and deal in financial products in accordance with the Corporations Act 2001 (Cth).

B . Aon wishes to appoint the Dealer as a non-exclusive distributor of the Products by or through the Distribution Channels on the terms of this Agreement.

C. Aon will provide Remuneration to the Dealer in accordance with the terms of this Agreement.

D. As consideration for Aon providing Remuneration to the Dealer, the Dealer agrees to provide the Services as set in this Agreement.

1. DEFINITIONS

1.1 Definitions - General

In this Agreement, or unless the contrary intention appears, the following terms have the meanings shown:

"AFSL" means Australian financial services licence as defined in section 761A of the Corporations Act 2001 (Cth).

"Aon Services" means the services provided by Aon to the Dealer under this Agreement as set out in Schedule 4.

" APRA" means the Australian Prudential Regulation Authority.

" ASIC" means the Australian Securities and Investments Commission.

"Business Day" means any day on which banks are opened for counter business in Sydney and Melbourne which is not a weekend.

"Change in Control" means a failure at any point of an entity to Control a corporation that it previously had Control of.

"Client" means a person who has acquired, or who acquires, a Product as a consequence of subscribing to or executing an application form relating to an Offer Document distributed by the Dealer or by or through the Distribution Channels, in accordance with this Agreement.


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ASP.002.001.1149

"Client Information" means any information, including personal infonnation concerning Clients obtained by the Dealer as a direct result of that Client being or becoming a holder of a Product where the Product was distributed to them by the Dealer or a Distribution Channel after the Commencement Date.

"Commencement Date" means 1August2012.

"Confidential Information" means any information relating to or belonging to a Party, any of its Related Bodies Corporate or Client in connection with this Agreement and which is imparted in confidence but in any event includes:

(i) in the case of Aon - advice, computer programs, data, Intellectual Property, report formats and any other information about the business affairs of Aon or a Client, or used by Aon in its business activities;

(ii) in the case of the Dealer - all information, data or Intellectual Property furnished by the Dealer about a Client's business or employees in accordance with this Agreement,

but does not include information which:

(i ii) is in the public domain, otherwise than because of any breach of this Agreement;

(iv) the recipient can demonstrate outside the scope of this Agreement;

(v) is developed by the recipient from a third party having the legal right to disclose that information to the recipient;

(vi) is disclosed in accordance with the order of, or direction by, any court, tribunal or other governmental authority where the order or direction either must be followed by law.

"Control" of a corporation means having:

(a) direct or indirect control over 50% or more of the voting shares; 50% or more of the votes capable of being cast upon a resolution for the election or removal of a director;

(b) the ability to appoint or remove a voting majority of directors (or members of a governing body having functions similar to a board of directors); or

(c) possessing such control or ability in relation to any entity which itself enjoys such control or ability in relation to the corporation.

"Customer" means an existing or prospective Customer of the Dealer or any of its Related Bodies Corporate.

"Dealer Services" means the services provided by the Dealer to Aon under this Agreement as set out in Schedule 3.

"Distribution Channels" means:

(a) a Representative;

(b) the distribution channels (including any Websites) now or at any time in the future owned and operated by the Dealer or its Representatives; and

(c) any other distribution channel as agreed from time to time.


ASP.002.001.1150

"Financial Service" has the meaning given in section 766A of the Corporations Act 2001 (Cth).

"GST" means a goods and services or similar tax imposed in Australia by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition Acts of the Commonwealth.

"Insolvency Event" means the appointment of a receiver, liquidator, provisional liquidator, statutory manager or similar controller in respect of a Party or some or all of its assets, otherwise than for the purposes of a solvent reconstruction or amalgamation (or any other corporate reorganisation by what ever means having similar effect) of that Party.

"Intellectual Property" includes any trade name, copyright, invention, discovery, know-how, patent, trade secret, software, technology, database or any other industrial property or right whether registered or not.

"Offer Documents" includes a disclosure document, product disclosure statement (as defined in section 761A of the Corporations Act 2001 (Cth}, information memorandum, prospectus, customer information brochure, policy wordings and schedules and all supplementary or replacement documents and/or application forms used to apply for or subscribe to the Product.

"Party" means Aon or the Dealer.

"Personal Information" has the meaning given to the term personal information in the Privacy Act 1988 (Cth).

"Premium" means payment to any underwriter as consideration for a Product placed by Aon on behalf of the Client pursuant to this Agreement.

"Product Issuer" means the entity responsible for Products as set out in Schedule 1.

"Product Promotional Material" means any document, including brochures and other marketing materials, used to promote any Products.

"Products" means those products issued by Aon as set out in Schedule 1, as amended, supplemented or replaced from time to time by Aon by not less than 30 days written notice to the Dealer.

"Referral Program" means the provision by the Dealer of Customer referrals under this Agreement for Remuneration, and any related activities and the respective rights and obligations of the Parties under this Agreement, and any other activity or thing done in reliance upon or in connection with these rights or obligations.

"Related Body Corporate" has the same meaning as in the Corporations Act 2001 (Cth).

"Relevant Law" means the requirements set out in Superannuation Industry (Supervision) Act 1993 (Cth), the Income Tax Assessment Act 1936 (Cth}, the Income Tax Assessment Act 1997 (Cth}, the Insurance Act 1973 (Cth}, the Life Insurance Act 1995 (Cth), the Insurance Contracts Act 1984 (Cth}, the Corporations Act 2001 (Cth), the Privacy Act 1988 (Cth), any regulations under the Acts and any other Act, Regulation or principle or rule of common law which applies to the Dealer or Aon.

"Remuneration" means the applicable remuneration (of any nature, including up front and trailing commissions) at the rates specified in Schedule 2 (which amounts are inclusive of GST) as varied under Clause 10 from time to time.

"Representative" means a person who is a representative (as defined in section 91 OA(a) of the Corporations Act 2001 (Cth).

"Websites" means the Dealer's internet website.


6

ASP.002.001.1151

2. APPOINTMENT

Aon appoints the Dealer as a non-exclusive distributor to distribute the Products by or thorugh the Distribution Channels (and not through any other party) in acccordance with this Agreement and the Dealer accepts that appointment on terms set out in this Agreement.

3. NON-EXCLUSIVITY

The provision of the Dealer Services and the Aon Services, together with the supply of Products under this Agreement are not exclusive.

4. NO AGENCY

The legal relationship created by this Agreement between Aon and the Dealer is not one of principal and agent or of employer and employee. This Agreement does not create any form of agency or partnership between Aon and the Dealer or any of their Related Bodies Corporate nor does it give either Party any of the rights or liabilities of a partner in the other Party's business. In particular, and without limiting the generality of the foregoing, this Agreement does not require or entitle the Dealer or any of its Related Bodies Corporate to represent, endorse or act in any way for or on behalf of Aon, in any dealings with the Customers, except as specifically provided below.

5. AGREEMENT

5.1 In consideration of the payment of the Remuneration (set out in Schedule 2) the Dealer shall perform the Services (set out in Schedule 3) in accordance with the terms hereof.

5.2 In consideration of the payment of the Remuneration (set out in Schedule 2) the Dealer shall refer Clients and prospective Clients to Aon for Aon.

5.3 The Remuneration will be reviewed each year on, and with effect from 1 January. The first review will be in respect of the year commencing 1 January 2013. Following such review, the Remuneration may be changed by written agreement between the Parties.

5.4 Subject to Clause 6, the Parties agree that this Agreement:

(a) constitutes the whole of the agreement; and

(b) overrides any other statement, representation, understanding or agreement which either may have made to or with the other which conflicts with or relates to any matter with which this Agreement relates.

6. VARIATION AND REVIEW

6.1 A provision or right under this Agreement may not be:

(a) waived except in writing signed by the Party granting the waiver; or

(b) varied except in writing signed by the Parties.


ASP.002.001.1152

6.2 Upon request by either Party, the Parties agree that they will undertake a review of the matters set out in the Schedules and to use their reasonable endeavours to reach agreement on any variations which either Party may request.

7. TERM

This Agreement commences on the Commencement Date and continues until terminated in accordance with Clause 14.

8. DUTIES OF AON

8.1 General Duties

(a) Subject to the terms of this Agreement, the Parties agree that Aon will:

(i) use its best endeavours to provide the Aon Services to the Dealer and such other services as Aon and the Dealer may agree from time to time;

(ii) promptly respond to all written, verbal or electronic referrals of Customers by the Dealer to Aon under the terms of this Agreement;

(iii) provide Offer Documents for the Products to the Dealer in such number, at such time and in such manner as may be agreed from time to time;

(iv) advise the Dealer of any material additions or alterations to the Products;

(v) use its best endeavours to comply with Relevant Law, including, but not limited to, the conditions set out in Aon's AFSL as amended from time to time;

(vi) maintain and supervise adequate facilities, staff and related resources as are reasonably required for the carrying out of its obligations under this Agreement;

(vii) maintain in a secure place and in accordance with its obligations under the Privacy Act 1988 (Cth) all financial records that relate to the provision of the Aon Services for a period of not less than seven (7) years or any other such length of time as may be required by the Relevant Law;

(viii) keep all records relating to referrals by the Dealer under this Agreement and to matters arising under this Agreement for at least 7 years and make these records available to the Dealer within a reasonable time as and when requested by the Dealer;

(ix) designate and inform the Dealer of the identity of a representative to be responsible for providing information and assistance to the Dealer in respect of the Aon Services.

8.2 Good Name and Reputation

Aon must:

(a) except as permitted by this Agreement or by the Dealer in writing, not use the Dealer's name or logo or hold out any authority to undertake any activity on behalf of the Dealer;

8


ASP.002.001.1153

(b) use best endeavours to ensure that it and its Representatives, and any other parties to or for whom it or its Representatives may be responsible, will not willfully act in a manner which would foreseeably damage the good name and reputation of the Dealer; and

(c) at all times act in good faith toward the Dealer with respect to all matters relating to the Agreement and any other agreements contemplated by this Agreement.

8.3 Record Keeping

(a) Aon must keep all records relating to referrals by the Dealer under this Agreement for at least 7 years and make these records available to the Dealer within a reasonable time when required by the Dealer to do so.

(b) Aon shall designate a representative to assist the Dealer in its responsibilities for providing assistance to the Dealer in performance of the Services in accordance with this Agreement.

9. DUTIES OF THE DEALER

9.1 General Duties

(a) Subject to the terms of this Agreement and Relevant Law, the Parties agree that the Dealer will:

(i) provide Dealer Services to Aon, including, where appropriate, refer a Customer to Aon by:

A. providing to the Customer necessary information, including Product Promotional Materials, Offer Documents and any other documents to facilitate the Customer becoming a Client;

B. ensuring that the relevant application forms and other forms associated with the Offer Documents are completed;

C. providing to Aon, in writing, necessary information in relation to the Customer to enable Aon to properly service Customers and Clients.

(ii) use its best endeavours to comply with Relevant Law, including, but not limited to , conditions set out in the Dealer's AFSL;

( iii) ensure that its Distribution Channels comply with Relevant Law;

( iv) where appropriate, following a Customer referral, also provide Aon with necessary contact information for the relevant Representative; and

(v) provide such other services or information as Aon and the Dealer may agree in writing from time to time.

(b) the Dealer must, as soon as practicable, notify Aon:

(i) if the Dealer, or a Distribution Channel, is in breach of this Agreement or the Relevant Law and such breach may have a material adverse effect on the Aon Services to, and the servicing of, Customers and Clients;


ASP.002.001.1154

(ii) if the Dealer or any one or more of its Representatives is or becomes insolvent;

(iii) if the Dealer or any one or more of its Representatives becomes aware that any of its directors or officers are convicted of a fraudulent act or criminal offence that involves dishonesty;

(iv) of an event known to the Dealer, which may be detrimental to Aon, and its business and reputation and/or the business and reputation of any Related Body Corporates;

(v) if the Dealer ceases to carry on business in connection with this Agreement;

(vi) if the Dealer ceases to be appropriately licensed in accordance with the Relevant Law; or

(vii) if the Dealer or its Representatives become subject to a banning order, disqualification, suspension or cancellation under Relevant Law.

(c) the Dealer will at all times act in good faith toward Aon with respect to all matters relating to the Agreement and agreements contemplated by this Agreement.

9.2 Good Name and Reputation

The Dealer must:

(a) except as permitted by this Agreement and subject to sub-clause 9.2(b), or by Aon in writing, not use Aon's name or logo or hold out any authority to undertake any activity on behalf of Aon;

(b) use reasonable endeavours to ensure that it, its Representatives, and any other parties to or for whom it or its Representatives or Advisers may be responsible, will not willfully act in a manner which would foreseeably damage the good name and reputation of Aon;

(c) subject to compliance with the Relevant Law and this Agreement, do all things reasonably required by Aon in order for Aon to:

(i) comply with Relevant Law and its Agreement;

(ii) deal with any issues, enquiries and Client complaints.

9.3 Record Keeping

(a) Upon written request from Aon, the Dealer will provide Aon with a complete and up to date list of its Representatives within a reasonable time.

(b) The Dealer must keep all records relating to referrals by the Dealer under this Agreement for at least 7 years and make these records available to Aon within a reasonable time when required by Aon to do so.

(c) The Dealer shall designate a representative to assist Aon in the performance of its duties in accordance with this Agreement.


10

ASP.002.001.1155

10. REMUNERATION

10.1 Payment

(a) Subject to Clause 10.1(b), Aon agrees to pay to the Dealer Remuneration for each Customer referral made under the terms of this Agreement which results in a successful placement of a Policy arranged by Aon. This Remuneration will be paid at the rate set out in Schedule 2 commencing upon the Commencement Date.

(b) The Dealer's entitlement to Remuneration, in accordance with Clause 10.1(a) above, arises after issue by Aon of one or more of the Products to an accepted Client.

(c) The Dealer acknowledges that it is solely responsible for distribution of Remuneration to its Representatives.

(d) Payment of the Remuneration is subject to the Dealer completing, and keeping up to date, bank account details, as set out in Schedule 5, and the Recipient Created Tax Invoice (RCTI) Form, as set out in Schedule 6.

10.2 Recovery

Remuneration paid or payable to the Dealer in accordance with Clause 10.1 will be repaid by the Dealer to Aon within 28 days of receipt of notice from Aon that:

(a) a Client has exercised statutory cooling off rights in relation to a Product, or the application moneys (if applicable), in relation to a Product are refunded to a Client for any other reason; or

(b) another circumstance previously notified by Aon to the Dealer as giving rise to an obligation on the Dealer to repay Remuneration has occurred.

10.3 Cessation

Any payment of Remuneration will terminate upon Aon ceasing to have a relationship with the relevant Client (in respect of a Product). the Dealer acknowledges that Aon is entitled to rely on the relevant Client's direction as to the cessation of the Client's relationship with Aon .

10.4 Variation

Notwithstanding Clause 6, Aon may amend, supplement or replace Schedule 2 (or any part thereof) at any time by giving 30 days notice in writing to the Dealer.

11. OFFER DOCUMENTS AND PRODUCT PROMOTIONAL MATERIAL

11.1 The Dealer is authorised to distribute Offer Documents, Product Promotional Material (and any other materials as provided by Aon for distribution) by or through the Distribution Channels.

11 .2 The Dealer must not distribute Product Promotional Material, unless:

(a) where the Dealer itself is authorised to prepare and prepares Product Promotional Material:

(i) such material is clearly identified as having been published by the Dealer as the holder of an AFSL; and

(ii) the Dealer complies with all Relevant Law in the preparation of the material; and


ASP.002.001.1156

(iii) such material is not inconsistent with any Aon policy in relation to Product Promotional Material (and communicated to the Dealer from time to time)1; or

(b) Aon prepares the Product Promotional Material.

11.3 The Dealer must:

(a) Immediately before 13xpiry or after written notification by Aon that an Offer Document, Product IPomotional Material (and any other documents or materials as provided by Aon for distribution) is to be updated, revised or supplemented, immHdiately cease to use such documents or materials and use updated or revised Offer Documents, Product Promotional Material (and any other document:s and materials as provided by Aon for distributon), as relevant, for the Products; and

(b) upon request by Aon, destroy all undistributed copies of any documents referred to in Clause;s 11.2(a) and 11.3(a); and/or

(c) upon request by Aon, destroy all undistributed copies of any documents referred to in Clause; 11.2(b ).

11.4 Except as required by Relevant Law, each Party (First Party) agrees that it will not, except with the other Party's; written consent, refer to the First Party in any Offer Documents, Product Promo1tional Materials, publications or advertisements without the prior written consent of the First Party.

12. APPLICATIONS

12.1 Remission

Where moneys are received by the Dealer or any Distribution Channel in relation to a Product, then the Dealer must (without deduction or set off):

(a) where moneys are paid by cheque payable to Aon, forward the moneys to Aon as soon as reasonably practicable; or

(b) in any other case, forward the moneys to Aon (or as it directs) within the time specified in Relevanit Law (or otherwise as soon as reasonably practicable).

12.2 Product Forms

(a) The Dealer acknowl13dges that any application for a Product may only be accepted or rejected! by Aon.

(b) The Dealer must, subject to the Relevant Law, on request by Aon, use its reasonable endeavours to obtain any additional Client information required by Aon, and otherwise do all things reasonably required to enable Aon to issue the Product.

13. PROHIBITED BEHAVIOUR

Except as provided under this Agreement, neither Party may assume, or purport to assume, any contractual or other form of obligation on behalf of the other Party.

14. TERMINATION

) 4, j This Agreement may be terminated as follows:

(a) By either Party givin!g not less than 90 days written notice to the other Party, such notice to be provided in accordance with Clause 19.


12

ASP.002.001.1157

(b) At any time by mutual agreement between the Dealer and Aon.

(c) Immediately by either Party ("First Party") by providing notice in accordance with Clause 19, if the other Party ("Breaching Party):

(i) commits a material breach of any of the terms of this Agreement that is not rectified within a reasonable time agreed upon by the Parties or, if the Parties fail to agree on a reasonable time, within 14 days of the Breaching Party being given a notice requiring the breach to be remedied and containing a statement that if the breach remains unremedied after 14 days, First Party may, by giving notice, immediately terminate this Agreement under this Clause 14;

(ii) repeats a material breach of this Agreement, or within 60 days of rectifying a breach the subject of a notification under Clause 14.(c)(i) breaches this Agreement in a substantially similar manner;

(iii) becomes the subject of an Insolvency Event;

(iv) the Breaching Party's AFSL is cancelled, suspended or varied in any way that the First Party reasonably considers materially adversely affects the First Party's ability to perform its obligations under the Agreement; or

(v) the Breaching Party's professional indemnity insurance policy lapses, is cancelled or expires.

14.2 Either Party ("First Party") may immediately terminate this Agreement by notice in writing if there is a Change in Control of the other Party or the sale of the business of that Party other than to a related party unless that Change in Control or the sale of the business has received the prior written consent of the First Party.

15. CONSEQUENCES OF TERMINATION OR EXPIRATION

15.1 On termination or expiry of the Agreement each Party must permanently cease all use of the other Party's Intellectual Property.

15.2 Termination or expiry of this Agreement will not affect the rights, duties and obligations of either Party arising from Clauses 16 and 17 of this Agreement prior to its termination .

15.3 On termination or expiry of this Agreement for whatever reason, when requested by a Party ("First Party"), the other Party must deliver to and at the direction of the First Party, , or destroy, without unreasonable delay as directed by the First Party, any property or Confidential Information of a Customer or any of its Related Bodies Corporate held by the other Party except in so far as the property or Confidential Information relates to a Client that has been issued, and holds at the time of termination, a Product issued by Aon.

15.4 This Clause 15 remains in full force and effect notwithstanding termination or expiry of this Agreement.


ASP.002.001.1158

16. CONFIDENTIALITY AND PRIVACY

16.1 Confidential Information communicated by a Party (the "Providing Party") to another Party (the "Receiving Party") under this Agreement:

(a) must be received in strict confidence;

(b) must on ly be used in accordance with this Agreement; and

(c) must not be disclosed to third parties (other than other parties to whom disclosure is required by law) without the prior written consent of the Providing Party or, where the information is Client or Customer information, consent from the relevant Client or Customer.

16.2 Notwithstanding the provisions of Clause 16.1 a Receiving Party may disclose Confidential Information:

(a) with the prior written consent of the Providing Party or where the information is Client or Customer information, consent from the relevant Client or Customer;

(b) when disclosure is required or permitted by Relevant Law;

(c) when disclosure is to legal advisers or other professional advisers of either Party or the relevant Customer, and where such adviser is obliged to keep the information confidential;

(d) when the information is already in the public domain or which becomes known to a Party from a third party and not through this Agreement or a breech of this Agreement; or

(e) where the information is rightfully in the possession of a Party other than through the entering and performance of this Agreement.

16.3 Either Party shall be entitled to retain Confidential Information in its correspondence files and other working papers to the extent reasonably necessary to meet the requirements of that Party's professional indemnity arrangements and any other applicable legal or regulatory obligations, but the provisions of this Agreement shall continue to apply to any Confidential Information so retained.

16.4 Either Party shall be entitled to retain Confidential Information in the form of computer records or files that have been created pursuant to the relevant Party's automatic archiving and back-up procedures.

16.5 Aon agrees that where it receives information which is Personal Information, it will only use that Personal Information for purposes directly relevant to the performance of its obligations under this Agreement, and otherwise handle the information in accordance with the provisions of Relevant Law.

16.6 Aon may use Confidential Information gained from the Dealer or any of its Related Bodies Corporate about the Dealer or a Client in an anonymous way and for statistical purposes, subject to compliance with Relevant Law.

16. 7 This Clause 16 applies to any agreement or arrangement that Aon enters into with a third party for the performance of a material business activity under the Agreement.

16.8 The provisions of this Clause 16 survive the termination or expiry of this Agreement.

17. INTELLECTUAL PROPERTY

17 .1 Ownership of any Intellectual Property developed by a Party to this Agreement, before, during and after the operation of the Agreement, will be kept by that Party in the event of the termination of the Agreement.


14

ASP.002.001.1159

17 .2 No right, entitlement or interest in a Party's Intellectual Property is extended to the other Party other than for the purpose of carrying out that Parties obligations and duties under this Agreement.

17 .3 The provisions of this Clause 17 continue after termination or expiry of this Agreement.

18. DISPUTE RESOLUTION AND GOVERNING LAW

18.1 Governing Law

This Agreement shall be governed by and construed in accordance with the law of New South Wales and any dispute arising out of or in connection with this Agreement shall be submitted to the jurisdiction of the Australian courts.

18.2 Agreement to Mediate

(a) If a dispute arises out of or relates to this Agreement, or breach, termination, validity or subject matter of this Agreement, the Parties agree to submit that dispute to mediation administered by, and in accordance with the Arbitration Rules of the Australian Commercial Disputes Centre (ACDC).

(b) ACDC will assist the Parties by providing a list of suggested mediators.

(c) The Parties agree to appoint a single person as the mediator.

(d) If the Parties fail to agree on an appropriate mediator, ACDC will appoint the mediator. The mediation will be held in Sydney.

(e) The Parties will share the costs of the mediation equally.

19. SERVICE OF NOTICES

19.1 Except as otherwise provided in this Agreement a notice, approval, consent or other communication in connection with this Agreement:

(a) must be in writing;

(b) must be addressed as shown below:

The Dealer:

Attention:

Address:

Fax No:

Aon:

Attention:

Address: Fax No:

John Woodley (Director/CEO) Fitzpatricks Dealer Group Pty Ltd

Tom Rogacki Head of Distribution - Aon Master Trust Level 33, 201 Kent Street, Sydney, NSW 2000 (02) 9253 7001

[Or as otherwise notified by a Party to the other Party from time to time];


ASP.002.001.1160

(c) must be signed by the Party making the communication or (on its behalf) by the solicitor for or by any attorney, director, secretary, or authorised agent of, that Party;

(d) must be delivered or posted by pre-paid post or emailed to the address or sent by fax to the number of the addressee, in accordance with Clause 19.1 (b ).

19.2 A notice, approval, consent or other communication takes effect from the time it is received (or taken to be received under Clause 19.3) unless a later time is specified in it.

19.3 A letter, electronic message or facsimile must be in writing and is taken to be received:

(a) in the case of a posted letter, on the third Business Day (seventh, if posted to or from a place outside Australia) after posting;

(b) in the case of a facsimile at the local time (in the place of receipt of the fax) which then equates to the time at which the fax is sent and which confirms transmission of that fax in its entirety, unless that local time is not a Business Day or is after 5:00pm on a Business Day, when that communication wil l be deemed to be received at 9:00am on the next Business Day;

(c) in the case of email or electronic mail, the time at which the sender's computer shows that the email or electronic mail was sent and has not returned to the sender as undelivered; and

(d) in the case of delivery by hand on delivery at the address of the addressee as provided in Clause 19.1 (b) unless the delivery is made on a day that is not a Business Day, or after 5:00pm on a Business Day, when that communication will be deemed to be received at 9:00am on the next Business Day.

20. ASSIGNMENT & DELEGATION

This Agreement may not be assigned by either Party without the prior written consent of the other Party.

21. INDEMNITIES AND LIABllL TY

21.1 Each Party to this Agreement acknowledges that in the event that any court of competent jurisdiction finds that a Party's ("First Party's") negligence has caused or contributed to the other Party to this Agreement incurring a loss, claim, damages, expenses, costs (including legal costs), proceedings, liability or charge, the First Party will pay to the other Party the amount which that court decides is directly caused or contributed by the First Party.

21 .2 Further to Clause 21.1,where the First Party's negligence has caused or contributed to the other Party to this Agreement incurring a loss, claim damages, expenses, costs (including legal costs), proceedings, liability or charge, the Parties may agree, outside of and without recourse to Court proceedings or following mediation, that the First party will pay the other Party an amount and on terms as agreed by the Parties.

21.3 The Dealer agrees to indemnify each Product Issuer and Aon from and against any claims, demands, causes of action, proceedings, liability, loss or damage (including costs and expenses but not including consequential loss or damage) incurred or suffered by the Product Issuer or Aon as a result of, or arising from (directly or indirectly) a breach of Clause 9 of this Agreement by the Dealer or the Dealer's Representatives.

21.4 Nothing in this Clause 21 limits either Party's rights of appeal against the decision of a court in those matters.

16


ASP.002.001.1161

21.5 Except for obligations of payment of Remuneration under this Agreement, neither Aon, nor the Dealer, is liable for any failure to perform or delay in performance under this Agreement if:

(a) the failure or delay is due to causes beyond its reasonable control;

(b) any delay is of no greater scope or of no longer duration than required by the circumstances.

21.6 A Party to this Agreement (First Party) will not have liability to the other Party for losses arising from:

(a) inaccuracies or delays in relevant information which are communicated to the First Party by the other Party or Representative of the other Party;

(b) any actions or omissions by the other Party;

(c) any advice given or actions given or taken by any Representatives, contractors or service providers providing services for or on behalf of the other Party.

21 .7 Aon shall have no responsibil ity for or involvement with any other aspect of the Dealer's business unless at the specific request of the Dealer.

21.8 The Dealer acknowledges that it is responsible for all Financial Sevices provided by the Dealer or its Representatives to Customer and Clients.

22. REPRESENTATIONS AND WARRANTIES

The Parties warrant that:

(a) each will provide perform its duties and provide the Services, as appropriate, under this Agreement with due skill and care;

(b) each will provide the Services (as applicable) and carry out its duties and obligations under the Agreement with due care and skill;

(c) each will maintain professional indemnity insurance as required by APRA and Relevant Law and shall provide such evidence of cover to the other Party as it shall reasonably require and will notify the other Party immediately in writing if for any reason such cover ceases;

(d) software package(s), documentation used and/or provided by the other Party for the purposes of undertaking that Party's duties and providing the Services, as appropriate, under this Agreement will not infringe the Intellectual Property rights of any third party; and

(e) each has and will maintain all systems, operations, and information technology platforms and staff resources capable of performing its duties and providing the Services, as appropriate, in accordance with this Agreement.

23. COMPLIANCE

The Parties agree that each will consider and, where applicable, in good faith endeavour to observe any compliance procedures which the other Party may establish from time to time in respect of Services supplied under this Agreement.


ASP.002.001.1162

24 COMPLIANCE WITH ANTI-BRIBERY LAWS

24.1 For the purposes of this clause the following terms have the following meanings:

Government Authority means any Australian or foreign government agency, instrumentality, subdivision or other body on any national, state or local basis exercising legislative, judicial, regulatory or administrative functions, including but not limited to any:

(a) regulatory bodies,

(b) quasi governmental bodies,

(c) enterprises which are owned or controlled by a government, and

(d) supranational bodies exercising such functions for a sovereign state.

Proceeding means any action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, whether civil, criminal, regulatory or otherwise, whether formal or informal, in law or equity, ordered or commissioned by any Government Authority in respect of bribery and corruption payments.

You means (the name of third party).

24.2 You warrant that You, Your Related Bodies Corporate nor any of your Representatives (Relevant Parties (and each a Relevant Party)) has directly or indirectly:

(a) promised, offered, made or authorised the payment or giving of anything of value (including but not limited to any fee, gift, sample, travel expense, entertainment, service, equipment, loan, debt forgiveness, donation, grant, or other payment or support). to any:

(i) officer, or employee of a Governmental Authority,

(ii) any person acting for or on behalf of any Governmental Authority,

(iii) political party or official thereof or any candidate for political office, or

(iv) agent or other person acting at the suggestion, request, direction or for the benefit of any of the persons described in paragraphs (i) - (iii) above,

(v) to obtain support for executive, legislative, judicial, regulatory, administrative or other action that may be to the benefit of a Relevant Party and that may constitute bribery or corrupt payment, or

(b) promised, offered, made or authorised the payment or giving of anything of value (including but not limited to any bribe, rebate, payoff, influence payment, kickback or any other payment or support of a similar or comparable nature) to any person to obtain favourable treatment in securing or retaining business for any Relevant Party.

24.3 You warrant that during the last 5 years:

(a) no Proceeding has been issued or threatened to be issued against a Relevant Party concerning the business of a Relevant Party; and

(b) the Relevant Parties (or any one of them) have not undertaken any internal investigation or made a disclosure to any Governmental Authority with respect to any alleged act or omission arising under any applicable laws resulting in bribery or corrupt payments.

18


ASP.002.001.1163

24.4 You warrant that You, Your Related Bodies Corporate nor any of your Representatives (Relevant Parties (and each a Relevant Party)) will directly or indirectly:

(a) promise, offer, make or authorise the payment or giving of anything of value (including but not limited to any fee, gift, sample, travel expense, entertainment, service, equipment, loan, debt forgiveness, donation, grant, or other payment or support), to any:

(i) officer, or employee of a Governmental Authority,

(ii) any person acting for or on behalf of any Governmental Authority,

(iii) political party or official thereof or any candidate for political office, or

(iv) agent or other person acting at the suggestion , request, direction or for the benefit of any of the persons described in paragraphs (i) - (iii) above,

to obtain support for executive, legislative, judicial, regulatory, administrative or other action that may be to the benefit of a Relevant Party and that may constitute bribery or corrupt payment, or

(b) promise, offer, make or authorise the payment or giving of anything of value (including but not limited to any bribe, rebate, payoff, influence payment, kickback or any other payment or support of a similar or comparable nature) to any person to obtain favourable treatment in securing or retaining business for any Relevant Party.

24.5 If the circumstances of a Relevant Party changes in relation to activities relating to a Government Authority, You must notify (or procure that Your Related Bodies Corporate or Representatives notify) Aon immediately in order that Aon may take whatever actions may be appropriate to ensure that Aon remains in compliance with all applicable anti-bribery Jaws, regulations and administrative requirements. This may result in Aon, at its absolute discretion, terminating this Agreement with immediate effect.

25. GST

25.1 "GST" means the goods and services tax payable under GST Law or any services supplied under this Agreement.

25.2 "GST Law" means a New Tax System (Goods and Services Tax) Act 1999, a New Tax System (Goods and Services Administration) Act 1999, a New Tax System (Goods and Services Tax Transition) Act 1999, Taxation Administration Act 1953 and any regulation or delegated legislation made pursuant to any of those Acts, or any other Acts imposing or relating to a GST, and any regulation or delegated legislation made pursuant to any such Act.

25 .3 "Supply" or "Supplied" have the meanings given by GST Law.

25.4 This Clause applies if, during the operation of this Agreement, Aon becomes liable to pay GST in relation to any Supply under the Agreement.


ASP.002.001.1164

25.5 Notwithstanding any other provision of this Agreement, where the GST will apply to any of the services provided under this Agreement, then the following steps shall be taken:

(a) those services to which the GST will apply ("Relevant Services") will be identified;

(b) {GST Taxable] Where the Relevant Services are fully taxable under the GST Law, the fees in respect of those Relevant Services will be grossed up to cover the GST payable, so that the Dealer would receive the same payment of fees, net of the GST payable in respect of those services, which it would have received if the GST were not payable.

(c) [Tax Invoice] Where one party is required to pay GST in respect of the provision of the Rele!vant Service to the other party, the first party will provide a tax invoice in a form which will enable the second party to claim a credit for some or all of the GST to be paid where such an entitlement to a credit exists under the GST Law. The provision of such an invoice shall occur before there is any obligation on tthe second party to make payment of any grossed up fees under the terms of tt1e Agreement, although the recipient of the invoice recognises the importance of prompt payment of fees given the timing requirements under the GST Law.

25.6 Where any penalty or interest is imposed for unpaid and/or underpaid GST on any Supply made under this Agreement, the party which is the recipient of the Supply must pay to the supplier the amouint of any unpaid or underpaid GST and the amount of any penalty or interest imposed. For the avoidance of any doubt the recipient of the Supply indemnifies the Supplier for any GST payable in respect of any Supply under this Agreement including any penalties or interest imposed in respect of any Supply under this Agreement.

26. GENERAL PROVISIONS

26.1 Severability

If any provision of this Agreement at any time becomes void, voidable or unenforceable, the remaining provisions of this Agreement will continue to be of full force and effect unless severance would alter the nature of this Agreement or be contrary to public policy. In this Clause 26.1, "provision" includes a clause or any part of a clause.

26.2 Waivers

(a) Failure to exercise ior enforce, or delay in exercising or enforcing or the partial exercise or emforcement of any right, power or remedy provided by law or under this Aweement by any Party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that right, power or remedy provided by law or under this Agreement

(b) No waiver or indulgence by either Party is binding on the other unless agreed in writing.

(c) No waiver of a brea1ch of any term of this Agreement will operate as a waiver of another b1reach of that term or of a breach of any other term of this Agreement.

26.3 Further Action

Each Party agrees to execu1ie and complete any further documents or do any other things which may be reasonably necessary to give the effect to or complete the provisions of this Agreementt or any transaction to which it relates. This includes any measures which may be required to ensure compliance with the Relevant Law.

20


ASP.002.001 .1165

26.4 Application and Enforcement

(a) Any agreement or a1rrangement that the Dealer enters into with another entity for the performance of Services under the Agreement must comply with the Relevant Law.

(b) Nothing in this Agre13ment limits the powers of Aon to enforce this Agreement.

26.5 Counterparts

This Agreement may be exe?cuted in any number of counterparts and by the Parties on separate counterparts. Each counterpart constitutes an original of this Agreement, all of which together constitute one Agreement.

26.6 Expenses

Except as otherwise provide?d in this Agreement, or as otherwise agreed, each Party will pay its own costs and e>:penses in connection with the negotiation, preparation, execution and performance of this Agreement and any consent, approval, exercise or non-exercise of rights, waivm or variation of this Agreement.

27. INTERPRETATION -GENERAL

Agreement

In this Agreement, unless the context requires otherwise or the contrary intention appears:

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

References to this Agreement, or any other agreement, include references to this Agreement or other agreement, as amended or replaced from time to time.

References to any !Party in this Agreement include its successors and permitted assigns.

References to the s;ingular number include the plural and vice versa.

Where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

Headings are insertted for convenience of reference only and are not to be taken into account iin interpreting this Agreement.

The word "person" 1includes a natural person, a firm , a body corporate, an unincorporated association, a partnership, any government agency or any authority.

Reference to a regulatory body (including APRA and ASIC) includes any regulatory body whiich replaces or performs the functions of its predecessor.

A reference to "$" or "dollar" is to Australian currency.

If the payment of any money or doing of any act falls on a day which is not a Business Day, that payment must be made or that act must be done on the next Business Day.

27.2 No rule of law or interpretattion applies to the disadvantage of a Party on the basis that it was responsible for preparing this Agreement.


ASP.002.001.1166

28. FORCE MAJEURE

Neither Aon nor the Dealer will be liable for any delay or failure to comply with this Agreement where:

(a) the delay or failure is caused by reasons beyond its control;

{b) the delay is remedied as soon as is reasonable in the circumstances; or

(c) the party claiming the benefit of this clause uses its bona fide efforts to remove, fix or avoid (as the case may be) the cause of the delay or failure and resumes its obligations under this Agreement as soon as is reasonably possible.

22


ASP.002.001.1167

EXECUTED AS AN AGREEMENT ON THE DATE STATED ABOVE

Executed by FITZPATRIKS DEALER GROUP PTY LTD ABN 33 093 667 595 in accordance with section 127 of the Corporations Act:

~ /-;-eLLt· Jl&olCltZ& Name of Director/Secretary {print)

6-- Q. / ') ................. / ............ ~,. Date


Executed by AON HEWITT LIMITED ABN 48 002 288 046 in accordance with section 127 of the Corporations Act:

Tim Dwyer Name of Director/Secretary {print)

.21.}.9. l. .1.b. .......... .. . Date

23

Preduct lssuer

Aon Superannuation Pty Limited (ABN 83 057 982 822)


SCHEDULE 1 - PRODUCTS

Aon Master Trust (ABN 68 964 712 340)

Applic~ble Producf Categocy

ASP.002.001.1168

Aon Master Trust - Personal Division

Aon Master Trust -Corporate Superannuation Division

Aon Master Trust - Pension Division

24

ASP.002.001.1169

SCHEDULE 2 - REMUNERATION

Fee Basis

·- ~. .. Fee Type Fee Basis Applicable Product

" .. , .. ~',;. Cat~.gory

Contribution and/or Transfer Up to 5.0% per annum • Aon Master Trust -Fee Personal Division

• Aon Master Trust -Pension Division

Asset Administration Fee Up to 0.8% per annum . Aon Master Trust -Personal Division

• Aon Master Trust -Pension Division

Up to 0.6% per annum • Aon Master Trust -Corporate Superannuation Division

Adviser Service Fee Up to 2.0% per annum or up • Aon Master Trust -to $10,000 per annum Personal Division (whichever is smaller) • Aon Master Trust -

Pension Division

• Aon Master Trust -Corporate Superannuation Division

Insurance Brokerage Commission of 70% of any • Aon Master Trust -brokerage generated relating Personal Division to the Dealer . Aon Master Trust -

Pension Division

• Aon Master Trust -Corporate Superannuation Division

Payment Terms

1. Remuneration due to the Dealer will be paid monthly in arrears.

2. A monthly report will be provided detailing the breakdown of these payments by Representative and commission amounts will be shown separately.


ASP.002.001.1170

SCHEDULE 3 - DEALER SERVICES

"Dealer Services" means facilitating the distribution of any one or more of the Products, by or through the Distribution Channels, to a Customer in accordance with, and subject to, the Relevant Law, which services may include, as appropriate, any of the following:

(a) the promotion of the Products to Customers;

(b) providing to the Customer any necessary information, including Product Promotional Materials, Offer Documents and any other such documents or information;

(c) ensuring that the relevant application forms and other forms associated with the Offer Documents are completed ; or

(d) subject to the Relevant Laws and in particular to the Privacy Act 1988 (Cth), providing to Aon in writing, necessary information in relation to the Customer to enable Aon to properly service Clients.


ASP.002.001 .1171

SCHEDULE 4 - AON SERVICES

"Aon Services" means the arranging of the issiue of the Products to a Customer in accordance with, and subject to, the Relevant Law.


ASP.002.001.1172

SCHEDULE 5 - BANK ACCOUNT DETAILS


ASP.002.001.1173

SCHEDULE 6 - RECIPIENT CREATED TAX INVOICE (RCTI) AGREEMENT

ABN Questionnaire and RCTI Agreement

_·..__=_i*--l'-i:ot-=--'"""fr_1-"--"Ck'-=._c~"-----'-J>...._l c.e-=-..e.=-'"h~1/_.____{Nou{J 02~0 9

Dealer Name:

Dealer Number:

Questionnaire

Our Australian Business Number (ABN) is

We confirm that the ABN provided is correct and that Aon Hewitt Limited relies on such as being true and correct.

Recipient Created Tax Invoice (RCTI) Agreement

This Agreement is made on ___ / __ ! __ _ between:

Aon Hewitt Limited

And b~~Mc~p0 .Decef@C f>c(@clp (Dealer) This Agreement commences with effect from the date of this Agreement and will end on the earlier of:

(a) the date on which either party ceases to be registered for GST purposes:

or

(b) ten business days after either party gives written notice to the other party of the termination of this Agreement.

The purpose of this Agreement is for Aon Hewitt Limited to assume the responsibil ity of generating Recipient Created Tax Invoices (RCTI) for the purpose of the Goods and Services Tax (GST).

Aon Hewitt Limited hereby agrees to the following:

1. In the case where Aon is not registered with the Australian Tax Office (ATO) for GST purposes on the date of this Agreement, then this Agreement will only be effective from the date that Aon Hewitt Limited becomes registered for GST purposes.

2. Aon Hewitt Limited can issue tax invoices in respect of supplies made by the Dealer to Aon.

3. Aon Hewitt Limietd acknowledges that it is, or if clause 1 applies, registered for GST purposes on the date of this Agreement and that it wi ll, as soon as reasonably practicable, notify the Dealer if it ceases to be registered or ceases to satisfy any of the requirements under Draft GST Ruling D5, or any replacement thereof.

4. Aon Hewitt Limited will provide a copy of the RCTI when it generates monthly commissions.

5. Aon Hewitt Limited indemnifies the Dealer for any liability for GST and penalty that may arise from an understatement of the GST payable on any supply for which it issues an RCTI.

6. Aon Hewitt Limited may amend this Agreement at any time by giving notice to the Dealer.

Date:Jc.L/~/ \L Position: _____ _ )5-""-·_,\v;_,e.....___;c:.... _·±Cc'-='--'----

29