4 JUNE 2013 NEW ZEALAND GAZETTE, No. 70 1881

6. The term “Associate” for the purposes of this licence means any person or entity that, directly or indirectly, through one or more intermediaries controls, is controlled by, or is under common control with, the Applicant. A person or entity controls an entity if a person or entity directly or indirectly possesses the power to:

   (a) appoint the majority of the directors or trustees of the entity; or

   (b) otherwise direct or cause the direction of the management, policies, or powers of the entity.

7. The Applicant will ensure that any (and each) Associate is bound by the terms of this licence as if the Associate were the Applicant.

8. Any reference to the Applicant in this licence includes a reference to an Associate.

9. The Applicant will keep true and particular records and accounts of all Products and Services developed, sold, licensed or otherwise dealt with, or used to create income (directly or indirectly) by the Applicant. Within thirty (30) days of the last day of January, April, July and October of each year, the Applicant will deliver a written report containing:

   (a) full particulars of the number of Products and Services developed, sold, licensed or otherwise dealt with or used to create income (directly or indirectly) during the preceding three (3) month period up to the last day of January, April, July or October as the case may be; and

   (b) the calculation of the Royalty due for the relevant period;

to either:

(c) LIC; or

(d) LIC’s Database Applications Administrator (the “DAA”) where the Applicant has not waived confidentiality pursuant to Regulation 25.

The correctness and completeness of each such report will be certified to in writing by the Applicant if a natural person, or by a director or officer of the Applicant if the Applicant is an entity other than a natural person.

10. With each report contemplated by clause 9, the Applicant will remit to LIC Royalties due and payable to LIC without deduction or set-off.

11. (a) The Applicant will permit LIC or its agents at reasonable notice to inspect and take copies of any books, accounts or other records in the possession of the Applicant relating to the development, sale, licensing and/or dealing with the Products and Services.

    (b) The Applicant will keep such books, accounts or other records open at all reasonable times for three (3) years following the end of the calendar year to which they pertain (and access will not be denied thereafter, if reasonably available), for inspection and/or audit of LIC or such other suitably qualified person nominated by LIC for the purpose of verifying the Applicant’s Royalty statements or the Applicant’s compliance in all other respects with these licence terms.

    (c) If in dispute, the relevant records will be kept until the dispute is settled. LIC’s costs of the inspection and audit of records as contemplated by this clause will be at LIC’s sole cost unless such inspection and/or audit reveals (in LIC’s reasonable opinion) that Royalties reported by the Applicant for the period subject to the audit are understated by five percent (5%) or more from those Royalties actually paid, in which case the costs and expenses of such inspection and/or audit will be payable by the Applicant.

12. If the Applicant neglects or fails to pay any amount payable pursuant to this licence after the due date thereof, the amount owed will bear interest at a sum equal to the Bank of New Zealand’s standard business overdraft interest rate per annum plus a margin of 5% calculated on a daily basis from the due date paid and compounding monthly, provided that if this interest is held to be unenforceable for any reason, the interest rate will be the maximum rate allowed by law at the time the payment is due.