The key terms of the Agreement will be as follows:

• Commencement Date: 1 April 2015
• Rent: KiwiKrane will pay the Minimum Base Rent and Percentage Rent (if any) as set out below:
• (a) Minimum Base Rent: KiwiKrane will pay the Minimum Base Rent as set out in Schedule 1 plus GST.
• (b) Percentage Rent (PR): On a quarterly basis the PR for each centre will be calculated in accordance with the following formula for all amounts over and above the Minimum Base Rent:

• Minimum number: KiwiKrane and AMP agree that the Minimum Number installed at the Commencement Date is set out in Schedule 1. The actual number of Skilltesters may vary from time to time during the Term in accordance with the provisions of this letter of agreement or by agreement in writing between KiwiKrane and AMP but not be less than the Minimum Number of Skilltesters in each Centre as per the attached Schedule 1.
• Increase of numbers: If KiwiKrane wishes to increase the number of Skilltesters in a centre they must contact AMP to seek approval. The new machines are subject to the same terms and conditions.
• Relocation or Removal: If AMP requires a Skilltester to be relocated or removed, AMP will give seven (7) days written notice to KiwiKrane. KiwiKrane is liable for all costs to relocate or remove the Skilltester from the Centre. If no suitable location can be agreed to relocate a Skilltester, the Minimum Number will be amended accordingly.
• Payment Period: Base Rent is to be paid 14 days before the first day of each month. PR, if any, is to be paid quarterly in arrears together with a statement of total earnings per machine.
• Licence Term: One (1) year commencing on 1 April 2015 and expiring on 31 March 2016 with an option to review fees and extend for a further one (1) year.
• Rent Review: Annual fixed increase of 3%, on the Minimum Base Rent per Skilltester will be applied on 1 April in each consecutive year of the Licence Term. The PR will remain at 30%.
• Infrastructure: All infrastructure associated with the installation and operation of the Skilltesters such as electrical cabling and any ‘make good’ is to be provided by KiwiKrane at no cost to AMP. Upon termination of the agreement KiwiKrane agrees to restore sites and make good any damages to the sites and ensure that electricity is made safe.
• Repairing and replacing: KiwiKrane shall retain ownership of all Skilltesters. KiwiKrane will maintain the Skilltesters in good working order, including repairing or replacing any damaged or faulty Skilltesters within forty-eight (48) hours, for the duration of the term.
• Electricity: KiwiKrane must pay for all work to get electricity to the agreed site. KiwiKrane agrees to pay all electricity costs associated with operating the Skilltesters. Electricity is increased by 5% each year on 1 April. The rates are as follows:
  • $0.09 per hour x 9 hours per day x 361 days per year = $292.41+ GST per annum per skilltester
• At KiwiKrane’s expense: KiwiKrane will be responsible for the cost of installing, maintaining and repairing the Skilltesters. KiwiKrane must also ensure that Skilltesters comply with NZ laws and all Occupational Health & Safety regulations.
• Confidentiality: The provisions of this letter and all information exchanged between the parties arising from or in connection with it (collectively the “Information”) will be kept strictly confidential between the parties and, unless the parties consent, either KiwiKrane or AMP may not disclose any Information to another person unless the Information is already in the public domain, was in the possession of such person prior to the date of this letter or unless the party is under legal obligation to disclose the Information.
• GST: The rentals and other amounts referred to in this letter are exclusive of GST. Any Goods and Services Tax (GST) payable as a result of a supply made by AMP under this agreement will be recoverable from KiwiKrane in addition to the amounts otherwise payable.
• Audit: AMP have the right at any time from time to time by or through its authorised representatives to inspect and audit all the books of account, statements, documents, returns, paper and files relating in any way to KiwiKrane’s sales from the business conducted at or from the Centres. If that audit discloses that KiwiKrane’s sales shown by such auditor’s certificate has been understated by more than 1% then KiwiKrane shall bear the cost of such audit. If such audit discloses that any such auditor’s certificate is inaccurate then any necessary adjustment shall be made between the parties within 14 days thereafter.
• Public Liability Insurance: KiwiKrane will need to provide AMP with a public liability insurance certificate for the value of $10,000,000 which must remain current for the duration of KiwiKrane’s term with AMP.
• Binding Terms: It is the intention of the parties that the terms herein will govern their relationship from the Commencement Date until the completion of the agreed Term of Agreement.