EVR Desktop Assessment Supplier Agreement

Transcription

1 Supplier Agreement Party Details EVR Supplier ABN Address Authorised Contact Name: Phone: CoreLogic RP Data Pty Ltd trading as CoreLogic Asia Pacific (CoreLogic) ABN Address Level 21, 2 Market Street, Sydney NSW 2000 Authorised Contact Name: name@corelogic.com.au Phone: Effective Date

2 This Agreement is duly executed by the Authorised Representatives of the Parties. Each Party represents and warrants that it has the power and authority to enter into this Agreement. EXECUTED by the Authorised Representative of [INSERT CUSTOMER] (ABN [INSERT ABN]) of [INSERT ADDRESS]: ) ) ) Signature of Authorised Representative Name of Authorised Representative (BLOCK)... Date EXECUTED by the Authorised Representative of RP Data Pty Ltd trading as CoreLogic Asia Pacific (ABN ) of Level 21, 2 Market Street, Sydney, 2000 Australia: ) ) ) ) Signature of Authorised Representative Name of Authorised Representative (BLOCK)... Date RP Data Pty Ltd EVR Desktop Assessment Page 2 of 20

3 TABLE OF CONTENTS 1. Interpretation General Term EVR Supplier Appointment Fees Goods and Services Tax Payment Process Dispute Resolution Licence to EVR Platform & CoreLogic Data Intellectual Property Confidentiality Privacy Insurance Representations, Warranties and Indemnities Liability and Indemnities Moral Rights Audits Force Majeure Termination Notices Governing Law Miscellaneous RP Data Pty Ltd EVR Desktop Assessment Page 3 of 20

4 This EVR Desktop Assessment ('Agreement') is entered into as of the Effective Date between RP Data Pty Limited trading as CoreLogic (ABN ) of Level 21, 2 Market Street, Sydney NSW 2000, Australia ('CoreLogic'), and the EVR Supplier whose details are set out in the Party Details ('EVR Supplier'). RECITALS: A. CoreLogic requires assistance with the Services. B. The EVR Supplier carries on the business of providing the Services. C. The parties have agreed that the EVR Supplier will provide the Services to CoreLogic on the terms set out in this Agreement. THE PARTIES HAVE AGREED AS FOLLOWS: 1. Interpretation 1.1 In this Agreement the following words or expressions shall have the following meanings: Address for Notices ANZ Valuation and Property Standards APIV Scheme APIV APIV Insurance Standards Authorised Contact Authorised Representative Business Day Business Hours Customer As set out in the Party Details. means the Australia and New Zealand Valuation and Property Standards as published and amended by the Australian Property Institute from time to time. means the Limitation of Liability Scheme applicable to members of APIV and approved by the Professional Standards Council, constituted under the Professional Standards Act 1994 (NSW). means Australian Property Institute Valuers Limited. means the insurance standards approved by the APIV from time to time in connection with the APIV Scheme. The person identified as the Authorised Contact in the Party Details on the first page of this Agreement. means the person or persons granted the power or authority to act on behalf of and bind a Party to this Agreement. A business day is any Monday to Friday excluding weekends and any public holidays as applicable in the State or Territory in which the Services are provided. Business hours are defined as being from 8:00 a.m. to 6:00 p.m. on any Business Day assessed by reference to the local time in the State or Territory in which the Services are provided. means the ultimate end user of the EVR Desktop who has entered into an agreement with CoreLogic to licence and use of EVR Desktop assessment for the Permitted Purpose. RP Data Pty Ltd EVR Desktop Assessment Page 4 of 20

5 Confidential Information means all confidential, non-public or proprietary information (in any form) communicated or made available directly or indirectly by the discloser to the recipient before, on or after the date of this Agreement including such information which: by its nature is confidential; is identified by either Party as confidential; the other party knows, or ought to know, is confidential; and includes such information relating to or subsisting in: (d) the terms of this Agreement, or the commercial arrangements between the parties; (e) (f) (g) the business or other affairs of the discloser or its Related Bodies Corporate; the discloser s Intellectual Property Rights, inventions, discoveries, know-how, trade secrets, ideas, concepts, systems, technology, databases, models, analytics, and documents; the discloser s industrial, operational, and marketing knowledge, (h) financial data, economic, pricing and commercial knowledge, including information about business operations, customers, employees or contractors relating to the discloser or its Related Bodies Corporate; (i) (j) the CoreLogic Materials, Core Logic Services, Login Details and API web-services calls; the EVR Supplier Data, but does not include the Excluded Information. Consequential Loss CoreLogic Data means any loss of income, loss of actual or anticipated profits, loss of business, loss of anticipated savings, loss or damage to or corruption of data, loss of goodwill, loss of reputation and any special, or indirect loss, whether arising from breach of Law, under (or in breach of) an indemnity or otherwise. means any facts, information, data, analytics, or meta data, including any property attribute data, personal information and information relating to real property, property ownership information, property occupancy information, property transaction information, photographs, and valuation amounts which is (at any time) contained within, derived from, captured by, entered into, created or generated by the EVR Platform and includes any such data that: is supplied or licenced by CoreLogic to the EVR Supplier directly or indirectly in connection with this Agreement; is supplied or licenced by CoreLogic in the usual course of business; or is collected, created, generated, acquired, licenced used or commercialised by CoreLogic independently of this Agreement, including by collection from the public domain or acquired from a third party by licence or assignment, RP Data Pty Ltd EVR Desktop Assessment Page 5 of 20

6 but excludes all EVR Supplier Data. CoreLogic Materials Desktop Standards EVR Supplier Data Excluded Information means all CoreLogic Intellectual Property Rights, CoreLogic Confidential Information, CoreLogic Data, EVR Platforms and any other data provided or supplied by CoreLogic to the EVR Supplier, or accessed by the EVR Supplier as a result of its use of or access to the EVR Platform, and includes all Modifications has the meaning given to that term in a Product Schedule. means any data or information, entered, posted or uploaded onto the EVR Platform by the EVR Supplier but excluding: any metadata generated by the EVR Platforms for any reason and from any source and excluding any EVR Desktop report generated by the EVR Platform; and any CoreLogic Data licenced or otherwise provided to the EVR Supplier directly or indirectly by CoreLogic. means that part of the Confidential Information to the extent which: it is in, or becomes part of, the public domain other than through breach of this Agreement or an obligation of confidence owed to the Discloser; or the Recipient can prove by contemporaneous written documentation: (i) (ii) (iii) it was already known to it at the time of disclosure by the Discloser; or it independently developed by the Recipient without reference to the Confidential Information of the Discloser; or the Recipient acquires from a source other than the Discloser or any of its representatives, where such source is entitled to disclose it on a non-confidential basis. EVR Desktop Policy means the standards, methods, processes and procedures an EVR Supplier must follow when preparing an EVR Desktop EVR Platform as set out in or attached to a Product Schedule and may be varied from time to time by written notice. Variations to the policy only become effective after the revised policy has been provided to Valuers. EVR Desktop means a report prepared by an EVR Supplier: remotely via desktop computer or mobile device or similar without performing a physical inspection of the Subject Property; in reliance on the EVR Request and other property data available to the Valuer in the EVR Platform; that produces an Indicative Assessment (with conditions) of the estimated value of the Subject Property; RP Data Pty Ltd EVR Desktop Assessment Page 6 of 20

7 (d) prepared for the Permitted Purpose specified in a Product Schedule, for the purpose stated in the report. EVR Platform EVR Request Fees Force Majeure means the web-based application hosted by CoreLogic through which the EVR Supplier: (d) receives an EVR Request; obtains the EVR Request data, Essential Information, Additional Information, Sales Evidence Additional Information and other information required to prepare an EVR Desktop; prepares an EVR Desktop assessment; and returns a completed EVR Desktop to CoreLogic. means a request by CoreLogic for an EVR Desktop to be prepared for a subject property and which includes Customer instructions to assist an EVR Supplier to perform an EVR Desktop. The fees payable to the EVR Supplier, for performing the Services, in accordance with clause 4 and set out in a Product Schedule. Any occurrence or omission, as a direct or indirect result of which the party relying on it is prevented from or delayed in performing any of its obligations under this Agreement, and that is beyond the reasonable control of that party, including (without limitation) occurrence of weather or other forces of nature, action or inaction by any government agency, strikes or industrial disputes, acts of God, aircraft unserviceability or unavailability, war, terrorism or civil disturbance. Indicative Assessment Intellectual Property means an estimate or indication of the value (with any limiting conditions) of the Subject Property: based on information provided to the EVR Supplier including the EVR Request, Essential Information, Additional Information, Sales Evidence Additional Information available in the EVR Platform; and following the procedures set out in the CoreLogic Desktop Policy. means all current and future industrial and intellectual property rights throughout the world protected by statute or common law including, but not limited to all registered and unregistered rights relating to: inventions, discoveries and novel designs, whether or not registered or registrable as patents or designs, including developments or improvements of equipment, products, technology, processes, methods or techniques, know-how; copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which copyright subsists and may in the future subsist; trade secrets, confidential information and the right to have confidential information kept confidential; (d) trade and service marks (whether registered or unregistered); and RP Data Pty Ltd EVR Desktop Assessment Page 7 of 20

8 (e) proprietary rights under the Circuit Layouts Act 1989 (Cth); and (f) any application or right to apply for the registration of any of the rights referred to in paragraphs (e) above Intellectual Property Rights Law Loss Modifications Moral Rights Officer Permitted Purpose Permitted Users Services Service Levels Such rights as may subsist in the Intellectual Property. Includes all present and future: statutes of the Commonwealth of Australia, statutes of the state of New South Wales and statutes of any other state, territory or foreign country having jurisdiction over the subject matter of this Agreement and the Services; and regulations, by-laws, statutory interests and orders made under any of those statutes. means all liabilities, losses, damages, outgoings, costs and expenses (including legal costs assessed on a Solicitor-client basis). means all enhancements, modifications, updates, improvements, configurations and derivative works created, developed or made to or in relation to the CoreLogic Materials. Rights of integrity, rights of attribution and rights of a similar nature that now exist or may come to exist in relation to a Work. Any officer (as defined in the Corporations Act 2001 (Cth)), employee, agent of the EVR Supplier and any independent contractor employed by or anybody else acting (directly or indirectly) under the supervision, control or direction of the EVR Supplier. This includes subcontractors and any officer or employee of subcontractors. means the purpose for which the EVR Desktop may be used by Permitted Users as specified in the Commercial Details of a Product Schedule. means the parties entitled to rely on an EVR Desktop, specified in the Commercial Details of a Product Schedule. means the services the EVR Supplier will provide to CoreLogic, as and when requested by CoreLogic under the terms of this Agreement, EVR Desktop Policy and described in a Product Schedule. means the time specified in the CoreLogic Desktop Policy within which an EVR Supplier must return a completed EVR Desktop assessment. Term The period referred to in clause 2. Valuer Work A certified practising valuer (CPV) or residential property valuer (RPV) who is a member of the Australian Property Institute and who is currently employed by the EVR Supplier. All material, in any form, that is produced by or on behalf of the EVR Supplier and provided to CoreLogic in the course of providing the Services. 1.2 In this Agreement, unless the contrary intention appears: RP Data Pty Ltd EVR Desktop Assessment Page 8 of 20

9 (d) (e) (f) a reference to this Agreement includes the schedules, clauses and annexures and any variation or replacement of this Agreement; the expression "person" includes an individual, a corporation, an association (incorporated or unincorporated) and a government authority; a reference to any document includes that document or other document as amended, novated, supplemented, varied or replaced from time to time; headings are for convenience only and do not affect interpretation unless otherwise specified, a reference to $ or dollars is a reference to Australian currency; and where the day on which a payment is due to be made or a thing is due to be done is not a Business Day, that payment must be made and such thing must be done on the immediately succeeding Business Day. 2. General 2.1 This Agreement comprises the following parts: these General Terms; and any Product Schedule. 2.2 If there is any inconsistency between the parts of this Agreement, the part listed later in clause 2.1 shall prevail to the extent of any inconsistency. 2.3 These General Terms apply to all Services supplied by an EVR Supplier to CoreLogic under this Agreement. 2.4 Each Service to be made available by a EVR Supplier for supply to CoreLogic in accordance with this Agreement shall be the subject of a separate Product Schedule, 2.5 Each Product Schedule shall be entered into as a separate agreement between the Parties, governed by the terms of this Agreement and shall be incorporated into this Agreement upon its execution with effect from the Commencement Date of the Product Schedule. 3. Term 3.1 Unless sooner terminated under clause 19, this Agreement is effective for a period of 2 years from the Effective Date ('Initial Period'). Thereafter, this Agreement will automatically renew for subsequent 2 year renewal periods (each a 'Renewal Period') unless a party gives the other party notice of its intent to not renew at least 1 month prior to the end of the Initial Period or any Renewal Period (the Initial Period and any Renewal Period will be referred to collectively as the 'Term'). 3.2 Pursuant to clause 2.4, each further agreement constituted by a Product Schedule will commence on the Commencement Date and will continue for the Initial Product Period. Thereafter, each Product Schedule will automatically renew for subsequent Renewal Product Periods until terminated in accordance with the provisions of this Agreement. 4. EVR Supplier Appointment 4.1 CoreLogic appoints the EVR Supplier and the EVR Supplier accepts the appointment as CoreLogic's non-exclusive supplier of the Services. 4.2 The EVR Supplier will provide the Services pursuant to an EVR Request in accordance with the relevant Product Schedule and this Agreement. 4.3 The EVR Supplier is entitled to specify to CoreLogic specific Customers of whom it is not prepared to provide an EVR Desktop. 4.4 CoreLogic acknowledges and agrees to the use by the EVR Supplier of subcontractors to provide part of the Services. CoreLogic may withdraw its consent to permit the use of one or more subcontractors RP Data Pty Ltd EVR Desktop Assessment Page 9 of 20

10 at any time by notice in writing to the EVR Supplier and without being required to provide any reason. Any part of the Services that are performed by subcontractors are to be performed on the same terms and conditions as are set out in this Agreement (with such changes as are necessary to reflect the subcontracting of part of the Services), and the EVR Supplier remains responsible for such services as the principal. 4.5 CoreLogic and the EVR Supplier acknowledge that any withdrawal of consent as contemplated by clause 3.2 may prejudice the EVR Supplier's capacity to comply with the Service Levels. Should this happen, CoreLogic and the EVR Supplier will act reasonably in negotiating appropriate revisions to Service Levels. 5. Fees 5.1 CoreLogic agrees to pay the EVR Supplier the Fees in accordance with the rates set out in a Product Schedule for the performance of the Services. 5.2 If CoreLogic or the EVR Supplier wishes to vary the Fees set out in a Product Schedule during the Term, either party must notify the other party at least twenty (20) Business Days before the variation is to become effective. Any variation in the Fees must be agreed by both parties before it takes effect. 6. Goods and Services Tax 6.1 Unless the contrary intention appears, words and expressions used in this clause 5 which are defined in A New Tax System (Goods and Services Tax Act) 1999 (Cth) or the Competition and Consumer Act 2010 (Cth) have the same meaning herein. 6.2 CoreLogic and the EVR Supplier must be registered for the purposes of GST in Australia. 6.3 If a supply under this Agreement is subject to GST, CoreLogic must pay the EVR Supplier an additional amount equal to the amount of the consideration multiplied by the applicable GST rate (unless the price is expressly stated as being inclusive of GST). 6.4 CoreLogic must pay the additional amount payable under clause 5.1 on the same date as the consideration is payable provided that no payment is required under this clause 5.1 or clause 5.2 until the EVR Supplier has issued CoreLogic with a Tax Invoice in respect of the relevant supply. 6.5 If an amount on account of GST that is paid or payable by CoreLogic to the EVR Supplier in relation to any supply made under this Agreement is greater than the actual amount of GST paid or payable by CoreLogic on that supply for any reason, the EVR Supplier must pay the difference to CoreLogic within five (5) Business Days of becoming aware of the overpayment by CoreLogic. 6.6 Notwithstanding any other provision of this Agreement, if any sum due under this Agreement is reimbursement or indemnification by one party of an expense, loss or liability incurred or to be incurred by the other party (other than for GST), the sum shall exclude any amount for which the other party is entitled to claim an input tax credit. 7. Payment Process 7.1 CoreLogic will provide the EVR Supplier with a recipient created tax invoice ('RCTI') at the end of each calendar month. 7.2 CoreLogic must pay each RCTI within twenty (20) Business Days of the RCTI's date of issue. 7.3 The EVR Supplier may notify CoreLogic that it disputes all or any part of a RCTI issued in accordance with clause 6.1, together with reasons in support of its dispute notice, and on receipt of such notice by CoreLogic the parties must immediately seek to resolve the dispute in accordance with clause 7. CoreLogic must pay any amount due under the RCTI which is not in dispute, and pending resolution of a disputed RCTI amount each party must continue otherwise to duly perform their obligations under this Agreement. RP Data Pty Ltd EVR Desktop Assessment Page 10 of 20

11 8. Dispute Resolution 8.1 Subject to clause 7.3, neither party shall commence or maintain any action or proceeding in any court or tribunal regarding a dispute in connection with this Agreement without first giving a written notice of dispute ('Dispute Notice') to the other party and complying with the provisions of this clause Where either party considers a dispute has arisen and has given a Dispute Notice to the other party, settlement of the dispute is to be negotiated by each party's Authorised Person (as defined in Clause 1.1). If the dispute is not settled within 20 Business Days by the Authorised Persons, the dispute will be submitted to arbitration in accordance with the Rules for the Conduct of Commercial Arbitrations for the time being of the Institute of Arbitrators & Mediators Australia or an equivalent authority. During such arbitration, both parties may be legally represented and will be responsible for paying their own costs in relation to the arbitration. The costs of the arbitration itself will be shared equally between the parties. 8.3 Nothing in this clause 7 shall prevent a party from seeking urgent equitable relief before an appropriate court. 9. Licence to EVR Platform & CoreLogic Data 9.1 Subject to the terms of this Agreement, CoreLogic hereby grants to the EVR Supplier a non-exclusive, non-transferable and non-sub-licensable, limited license during the Term to access and use the EVR Platform for the purposes of accessing an EVR Request and the CoreLogic Data for the sole purpose of preparing and supplying an EVR Desktop assessment in furtherance of this Agreement. 9.2 The EVR Supplier acknowledges and agrees to use and access the EVR Platform and CoreLogic Data solely for the purposes specified in clause 9.1 above and in accordance with all Laws. 9.3 The EVR Supplier acknowledges and agrees that, in the event that CoreLogic provides the EVR Supplier with any identification numbers and/or passwords, it: (d) bears sole responsibility for protecting all identification numbers and passwords; will not provide such identification numbers and passwords to any third party; will remain fully responsible and liable for any unauthorized use of any identification numbers and passwords; and will for security purposes change such identification and passwords as directed by CoreLogic from time to time. 9.4 The EVR Supplier will follow all reasonable instructions CoreLogic gives from time to time with regard to the use of the EVR Platform so long as those instructions are consistent with the EVR Desktop Policy. 9.5 CoreLogic and its service providers reserve the right to suspend or terminate the EVR Supplier's access to the EVR Platform: in the event that CoreLogic or its service providers reasonably believe that the EVR Supplier has used or disclosed the EVR Platform or other Confidential Information in a manner not permitted under this Agreement or otherwise has materially breached this Agreement; or an event of Force Majeure occurs that affects CoreLogic's ability to provide the EVR Platform. 9.6 The EVR Supplier may represent to third parties that it is a provider of the Services via the EVR Platform, but may not otherwise use any CoreLogic trade marks or business indicia without the prior written permission of CoreLogic. 9.7 The EVR Supplier grants to CoreLogic a non-exclusive, irrevocable, perpetual, world-wide, royalty free unlimited right to use, reproduce, modify, adapt, publish, make derivative works, exploit and commercialise any EVR Supplier Data provided or supplied to CoreLogic by the EVR Supplier (including by entry onto the EVR Platform) in connection with this Agreement. RP Data Pty Ltd EVR Desktop Assessment Page 11 of 20

12 10. Intellectual Property 10.1 The EVR Supplier acknowledges and agrees that: CoreLogic and its licensors are and remain the sole and exclusive owners of all right, title and interest (including all Intellectual Property Rights) subsisting in and to the CoreLogic Materials (current or future) and any Modifications vest in CoreLogic upon creation; and unless specified in a Product Schedule, nothing in this Agreement assigns or transfers to the EVR Supplier any rights, title or interest (including any Intellectual Property Rights) subsisting in the CoreLogic Materials The EVR Supplier acknowledges and agrees that it will not, and will not enable, encourage, aide, or abet any other person to, infringe upon, harm or contest the validity of CoreLogic s ownership of the CoreLogic Materials, or the Intellectual Property Rights subsisting in the CoreLogic Materials CoreLogic acknowledges and agrees that: Each EVR Supplier is and remains the sole and exclusive owners of all right, title and interest (including all Intellectual Property Rights) subsisting in and to the EVR Supplier Data (current or future); and unless otherwise specified in this Agreement, nothing in this Agreement assigns or transfers to CoreLogic any rights, title or interest (including any Intellectual Property Rights) subsisting in the CoreLogic Materials Subject to clause 10.3, the EVR Supplier assigns to CoreLogic all rights, title and interest (including all Intellectual Property Rights) subsisting in each EVR Desktop assessment, which vests in CoreLogic upon creation The EVR Supplier grants to CoreLogic an irrevocable, perpetual, unlimited licence to use the EVR Supplier Data entered, posted or uploaded onto the EVR Platform by the EVR Supplier All Intellectual Property and Intellectual Property Rights which, but for this Agreement, would vest in the EVR Supplier as a result of the EVR Supplier creating any Works when performing the Services will vest absolutely in CoreLogic immediately upon creation by the EVR Supplier. In the event that any act is required to be done by the EVR Supplier to give effect to this clause, or to perfect the Intellectual Property Rights that are to vest in CoreLogic pursuant to this provision, the EVR Supplier must perform such acts (including without limitation executing any document) upon request by CoreLogic Except as expressly permitted under this Agreement or to the extent permitted by Law, the EVR Supplier and its employees and representatives will not, or encourage any person or entity to: (d) (e) 11. Confidentiality decompile, disassemble or otherwise reverse engineer all or any portion of the CoreLogic Materials, including any source code, object code, algorithms, methods or techniques used or embodied therein; modify or create any derivative works based upon the CoreLogic Materials; distribute, disclose, market, rent, lease, assign, sublicense or otherwise transfer the CoreLogic Materials to any third party, or use the CoreLogic Materials on behalf of or for the benefit of any third party; remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the CoreLogic Materials; or incorporate any portion of the CoreLogic Materials into any other materials, products or services that are not intended for the EVR Supplier's internal business use In consideration of each party disclosing Confidential Information to the other party, each party agrees: to use the other's Confidential Information solely in connection with this Agreement; RP Data Pty Ltd EVR Desktop Assessment Page 12 of 20

13 to keep confidential the other's Confidential Information (subject to disclosure permitted under clause 10.6; and otherwise to comply with the terms of this Agreement Each party may disclose the other's Confidential Information only to those of its employees, agents and advisers who are, for the purposes of this Agreement, required to be informed. Any such disclosure shall only be to the extent that such employee, agent or adviser has a need to know and each party warrants that they will procure the observance by such employees, agents and advisers of the confidentiality obligations imposed by this Agreement Each party must, at its own expense: 11.4 Each party will: ensure, at all times, that each employee to whom the other's Confidential Information has been disclosed under clause 10.6 keeps that information confidential; notify the other party immediately if it becomes aware of a suspected or actual breach of clause 10.6; and immediately take all steps to prevent or stop, and comply with any reasonable direction issued by, the other party from time to time regarding a suspected or actual breach. establish and maintain effective security measures to safeguard the other's Confidential Information from unauthorised access or use; keep the other's Confidential Information under its control; and immediately notify the other party of any suspected or actual unauthorised use, copying or disclosure of the other's Confidential Information Each party will provide assistance, reasonably requested by the other party, in relation to any proceedings that the first party may take against any person for unauthorised use, copying or disclosure of the other's Confidential Information The obligation of confidentiality does not extend to information that is required by Law to be disclosed Each party acknowledges that it is aware that any breach of this Agreement will result in damage to the other party and that each party is entitled to enforce its rights by specific performance or injunction proceedings as monetary damages may not be sufficient relief On expiry of the Term or earlier termination of this Agreement: each party's right to use the other's Confidential Information will cease; and each party will immediately on request: (i) (ii) (iii) 12. Privacy return to the other party; destroy and certify in writing to the other party its destruction of; or destroy and permit an employee of the other party to witness the destruction of, all the other's Confidential Information other than one copy of any notes and other records that a party is required by Law to retain The EVR Supplier shall ensure that Personal Information is protected, used or disclosed only in accordance with the requirements of the Privacy Act 1988 (Cth) The EVR Supplier's obligations under this clause include, but are not limited to, protecting the Personal Information against: misuse and loss; unauthorised access; unauthorised modification; and RP Data Pty Ltd EVR Desktop Assessment Page 13 of 20

14 (d) unauthorised disclosure The EVR Supplier shall not, without CoreLogic's written consent: use Personal Information other than for the purposes of this Agreement; disclose Personal Information to the person to whom the Personal Information relates; or disclose Personal Information to any person The EVR Supplier shall notify CoreLogic immediately when it becomes aware that a disclosure of, or access to, the Personal Information may be required by Law The EVR Supplier shall use Personal Information only for the purposes of fulfilling its obligations under this Agreement Upon request by CoreLogic, the EVR Supplier shall: deliver and/or return Personal Information to CoreLogic; or destroy Personal Information For the purposes of this clause, 'Personal Information' means 'personal information' as that term is defined in the Privacy Act 1988 (Cth), and which the EVR Supplier holds, creates or receives for CoreLogic's purposes under or in connection with this Agreement. 13. Insurance 13.1 The EVR Supplier must, and warrants it will: (d) affect and maintain during the Term of this Agreement Insurance Policies which, at a minimum, comply with the APIV Insurance Standards (Insurance Policies); ensure that the Insurance Policies cover the acts and omissions of all Valuers involved in the preparation or provision of an EVR Desktop under this Agreement pursuant to the terms of those Insurance Policies; take all reasonable steps to have and maintain the Insurance Policies for at least 7 years after the last date on which the EVR Supplier provided an EVR Desktop service under this Agreement; and not act in a manner that will void or reduce the indemnity extended to the EVR Supplier under the Insurance Policies. 14. Representations, Warranties and Indemnities 14.1 Both parties represent and warrant for the benefit of the other party that: they will maintain the security, accuracy and integrity of all information as provided by the other party, where the other party has entered the information in accordance with the terms of this Agreement; they will take all reasonable measures to: (i) (ii) keep the EVR Platform and any related data free of viruses and any other harmful code; and not introduce any virus or other harmful code into the other party's hardware, software, systems or network, and they will perform their obligations under this Agreement in accordance with the EVR Desktop Policy and in accordance with all applicable professional standards The EVR Supplier represents and warrants that it will perform and supply each EVR Desktop in accordance with the Desktop Standards The EVR Supplier expressly disclaims any warranties or representations: RP Data Pty Ltd EVR Desktop Assessment Page 14 of 20

15 (d) that it will provide the EVR Desktop as a professional valuation in accordance with the ANZ Valuation and Property Standards; or that the EVR Desktop is an accurate representation as to the Market Value of the subject property (as defined in the ANZ Valuation and Property Standards); the information contained in the EVR Desktop has been verified (by physical inspection or otherwise) as accurate; that the EVR Desktop will identify any risk related issues with may impact the market value of the subject property CoreLogic warrants that: it will, as agent of the EVR Supplier, from the date of execution of this Agreement ensure that any new agreement with a client includes: (i) (ii) a limitation of liability clause in favour of the EVR Supplier to the same effect as set out in clause 14.4 of this agreement; a clause with the following terms: For the purposes of this limitation of liability clause, CoreLogic acts as agent of the EVR Supplier. The benefit of any limitation of liability given in this Agreement is also given for the benefit of, and held on trust for, the EVR Supplier. The CoreLogic client acknowledges and agrees that either CoreLogic or its EVR Suppliers may enforce this limitation of liability clause. for all agreements CoreLogic has with its clients that are already in existence at the time of execution of this agreement, all such agreements have clauses to the following effect: (i) (ii) (iii) CoreLogic expressly excludes any warranties or representations: (A) (B) (C) (D) that the EVR Desktop is an accurate representation as to the Market Value of the subject property (as defined in the ANZ Valuation and Property Standards); the information contained in the EVR Desktop has been verified (by physical inspection or otherwise) as accurate; that the EVR Desktop will identify any risk related issues with may impact the market value of the subject property; the existence of the subject property. Where an EVR Desktop has been prepared in accordance with the Desktop Standards, CoreLogic excludes all liability for any Loss suffered by the Customer arising in connection with an EVR Desktop, including whether as a result of the Customer's reliance on the accuracy of an EVR Desktop or otherwise in respect of the content of an EVR Desktop. To the maximum extent permitted by law, in no event will either Party be liable for any Consequential Loss in connection with the supply of an EVR Desktop under this Agreement. in the event that a CoreLogic client brings legal action against a EVR Supplier, CoreLogic will use its best endeavours to ensure that it enforces the terms of clause 14 (Limitation of Liability) against the CoreLogic client for the benefit of the EVR Supplier. 15. Liability and Indemnities 15.1 The EVR Suppliers liability is limited in accordance with a relevant Product Schedule To the maximum extent permitted by Law, in no event will CoreLogic s aggregate liability to the EVR Supplier exceed the lesser of: the amount of fees actually paid by CoreLogic to the EVR Supplier for the specific EVR Desktop or EVR Desktops which have caused the liability under the terms of this Agreement; or RP Data Pty Ltd EVR Desktop Assessment Page 15 of 20

16 the sum of $10, Moral Rights 16.1 To the extent permitted by Law, the EVR Supplier will ensure that the authors of the Works (including employees or subcontractors) each unconditionally and irrevocably consent to any use, reproduction or modification of the Works including any use, reproduction or modification that may infringe the authors' Moral Rights The EVR Supplier agrees that CoreLogic has no obligation to acknowledge the authors as the original authors of the Works on any use, reproduction or modification of the Works by CoreLogic. 17. Audits 17.1 From time to time during the term of this Agreement CoreLogic may require audits in relation to the operations of the EVR Supplier to be carried out by CoreLogic's internal and external auditors. The EVR Supplier will provide CoreLogic's auditors or relevant representative with access to sufficient information to satisfy themselves of the adequacy of the risk management systems of the EVR Supplier and to all and any records relating to or arising from the performance of this Agreement The scope of the audits will be as reasonably required by CoreLogic. CoreLogic will be entitled to conduct such audits for the purpose of monitoring and assessing compliance with the EVR Supplier's obligations with respect to confidentiality and privacy, and any other obligations under this Agreement. The conduct of such audits by CoreLogic does not derogate from any of the EVR Supplier's obligations under this Agreement The EVR Supplier shall keep full, true, separate and up to date books of account, records and documentation relating to this Agreement and the EVR Supplier's obligations under this Agreement (including appropriate audit trails for transactions performed and taxes imposed) and of charges payable by CoreLogic under this Agreement. 18. Force Majeure 18.1 If a party to this Agreement is affected, or likely to be affected, by an event of Force Majeure: that party must immediately give the other prompt notice of that fact including: (i) (ii) (iii) (iv) full particulars of the event of Force Majeure; an estimate of its likely duration; the obligations affected by it and the extent of its effect on those obligations; and the steps taken to rectify it, and the obligations under this Agreement of the party giving the notice are suspended to the extent to which they are affected by the relevant event of Force Majeure as long as the event continues A party claiming an event of Force Majeure must use its best endeavours to remove, overcome or minimise the effects of that event as quickly as possible. 19. Termination 19.1 Either party may terminate this Agreement by giving not less than forty (40) Business Days notice to the other party Clauses 8, 9, 11, 12, 13 and Error! Reference source not found. survive termination of this Agreement On termination the EVR Supplier must immediately return: all Confidential Information of CoreLogic in its possession or, if directed by CoreLogic, destroy the Confidential Information and submit proof of such destruction to CoreLogic; and RP Data Pty Ltd EVR Desktop Assessment Page 16 of 20

17 all Works and related material owned by CoreLogic in its possession. 20. Notices 20.1 Any notice under this Agreement must be signed on behalf of the party or parties giving it by an Authorised Person A notice given to a party in accordance with this clause is treated as having been given and received: 21. Governing Law if delivered in person, on the day of delivery if a Business Day, otherwise on the next Business Day; if sent by pre-paid mail, on the third Business Day after posting; or if transmitted by , on the day of transmission if a Business Day, otherwise on the next Business Day This Agreement will be governed by and construed in accordance with the Laws of the State of New South Wales and the Commonwealth of Australia Each of the parties irrevocably submits to and accepts generally and unconditionally the non-exclusive jurisdiction of the courts and appellate courts of the state of New South Wales with respect to any legal action or proceedings which may be brought at any time relating in any way to this Agreement Each of the parties irrevocably waives any objection it may now or in the future have to the venue of any such action or proceedings, and any claim it may now or in the future have that that action or proceeding has been brought in an inconvenient forum. 22. Miscellaneous 22.1 No amendment, modification or variation of the provisions of this Agreement will be effective unless made in writing and executed by both of the parties This Agreement is binding upon the parties, their successors and assigns provided that neither party may assign its rights or obligation under this Agreement without the written consent of the other, which must not be unreasonably withheld This Agreement may consist of a number of counterparts, one or more of which may be a facsimile or scanned electronic document, and the counterparts taken together constitute one and the same instrument This Agreement contains the entire agreement between the parties about the subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, set aside to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement. RP Data Pty Ltd EVR Desktop Assessment Page 17 of 20

18 Product Schedule 1 EVR Residential Desktop Assessments for First Mortgage Purposes Background A. This Product Schedule is made under, and is subject, to the EVR Desktop Assessment Supplier Agreement between [INSERT] (ABN [INSERT]) (EVR Supplier) and RP Data Pty Ltd trading as CoreLogic Asia Pacific (ABN ) (CoreLogic) dated [INSERT] (Agreement). B. This Product Schedule comprises the following documents: Part A: Commercial Details; and Part B: Product Terms. C. If there is any inconsistency between the parts of this Product Schedule, the document listed earlier in recital B above shall take precedence to the extent of any inconsistency. Part A Commercial Details Item 1 Commencement Date [INSERT DATE] Item 2 Initial Product Period 12 months Item 3 Renewal Product Period 12 months Item 4 Description of Services 1. EVR Residential Desktop Assessments for First Mortgage Purposes 1.1 In consideration for the Fees, the EVR Supplier agrees to supply to CoreLogic an EVR Desktop prepared for the Permitted Purpose and in accordance with this Agreement and the CoreLogic Desktop Policy attached to this Product Schedule at Annexure A. Item 5 Permitted Purpose 1.1 EVR Desktops may be used by CoreLogic s Customers for the purposes of obtaining an indicative assessment of the estimated value of an In-scope Residential Property in connection with loan origination for first mortgages security purposes only. 1.2 CoreLogic s Customers may provide an EVR Desktop assessment to its Lender Mortgage Insurance (LMI) providers for the purposes of obtaining mortgage insurance in connection with 1.1 above. Item 6 Permitted Users The Permitted Users of the EVR Desktop assessment are: the Customer and its employees for the Permitted Purposes set out under clause 1.1 of Item 5 above; and the Customer s LMI providers for the Permitted Purposes set out under clause 1.2 of Item 5 above. RP Data Pty Ltd EVR Desktop Assessment Page 18 of 20

19 Item 7 Fees and Fee Review 1. Fees 1.1 The Fees payable for an EVR Desktop assessment will be negotiated and agreed in writing between the Parties on a Customer-by-Customer basis. Item 8 Special Terms Part B Product Terms 1. Supply of EVR Desktop assessment 1.1 The EVR Supplier will provide the Services pursuant to an EVR Request in accordance with: the CoreLogic Desktop Policy; and the API Desktop Memorandum (as amended from time to time), to the extent a relevant matter is not included or addressed in the CoreLogic Desktop Policy, (together, the Desktop Standards). 1.2 For the purposes of clause 1.1 above, if there is any inconsistency between the CoreLogic Desktop Policy and the API Desktop Memorandum, the more onerous provision will apply to the extent of any such inconsistency. 2. Limitation of Liability 2.1 Subject to clause 2.3 below, where an EVR Desktop has been prepared in accordance with the requirements set out in the API Desktop Memorandum: the EVR Supplier accepts no liability for any damage suffered by any of CoreLogic, CoreLogic's clients or any other party, whether as a result of reliance on the accuracy of an EVR Desktop or otherwise in respect of the content of an EVR Desktop, arising in tort, contract or statute, including indirect or consequential loss; CoreLogic indemnifies the EVR Supplier in relation to any claim made against the EVR Supplier by any third party that relates to an EVR Desktop provided to CoreLogic pursuant to this Agreement. Such indemnity applies to all legal costs reasonably incurred by the EVR Supplier and liability for damages, costs or interest however claimed by any third party. CoreLogic is entitled to exercise claims control should it confirm that indemnity is extended to the EVR Supplier in relation to any such claim. 2.2 Where an EVR Supplier has prepared and supplied and EVR Desktop other than in accordance with the minimum standards set out in the API Desktop Memorandum, then the EVR Supplier s liability to CoreLogic is limited in accordance with the APIV Scheme per event; and 2.3 Clauses 2.1 and 2.2 above do not apply in circumstances where the EVR Supplier has acted fraudulently or dishonestly in preparing the EVR Desktop, in which case, the EVR Supplier s liability is unlimited. 3. Interpretation API Desktop Memorandum means the Residential Desktop Assessment Memorandum for First Mortgages published by the Australian Property Institute, including any updates, revisions or additions from time to time. CoreLogic Desktop Policy means the policy attached to this Product Schedule at Annexure A. Inscope Residential Property has the meaning given to that term under the CoreLogic Desktop Policy. RP Data Pty Ltd EVR Desktop Assessment Page 19 of 20

20 Annexure A CoreLogic Desktop Policy RP Data Pty Ltd EVR Desktop Assessment Page 20 of 20