This ITW Fastex New Zealand Scroll Wrap License Agreement (this “Agreement”), is made between you, both as an individual and as an authorized user of and agent for your affiliated business, if any (each and collectively the “Licensee”), and ITW Fastex New Zealand, a company organized and subsisting under the laws of New Zealand (“ITW Fastex”), with offices located in Aukland, New Zealand (ITW Fastex and Licensee is each a “Party” and collectively are the “Parties”). PLEASE READ THIS SCROLL WRAP LICENSE CAREFULLY.  IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY CLICKING THE “ACCEPT” BUTTON BELOW, AND/OR BY DOWNLOADING, VIEWING, OR OTHERWISE USING ITW FASTEX DOCUMENTS OR INFORMATION CONTAINED ON THE ITW FASTEX WEBSITE, LICENSEE (A) ACCEPTS THIS AGREEMENT AND AGREES THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) IF AN INDIVIDUAL, LICENSEE IS 18 YEARS OF AGE OR OLDER; AND (II) LICENSEE HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, ITW FASTEX WILL NOT AND DOES NOT LICENSE ITW FASTEX DOCUMENTS OR INFORMATION CONTAINED ON THE ITW FASTEX WEBSITE TO LICENSEE AND LICENSEE MUST NOT DOWNLOAD, COPY, PRINT OR USE THE ITW FASTEX DOCUMENTS OR INFORMATION CONTAINED ON THE ITW FASTEX WEBSITE. WHEREAS, ITW Fastex is a manufacturer of engineered plastic components and desires to provide restricted access to documents and information relating to its products; WHEREAS, Licensee wishes to obtain from ITW Fastex and ITW Fastex wishes to grant and provide to Licensee a License to access and use such documents and information; NOW, THEREFORE, in consideration of these promises and of the mutual covenants and conditions in this Agreement and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms have the following meanings: “ITW Fastex Documents” means all documentation and other materials related to ITW Fastex products and provided by ITW Fastex, including data sheets, specifications, technical drawings, user manuals, help files and any other instructions, documents, and materials that describe the functionality, installation, testing, operation, use, maintenance, support, technical features, or requirements of ITW Fastex products. “ITW Fastex Website” means www.fastex.co.nz and any other website operated or authorized by ITW Fastex, and all information contained therein. “Intellectual Property Rights” means any and all intellectual property or proprietary rights throughout the world, including all: (i) patent rights (including patent applications and disclosures); (ii) registered and unregistered copyrights; (iii) registered and unregistered trademark rights; and (iv) trade secret rights. “License” has the meaning set forth in Section 2. “Licensee” has the meaning set forth in the preamble. “ITW Fastex” has the meaning set forth in the preamble. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity. “Term” has the meaning set forth in Section 6. “Third Party” means any Person other than Licensee or ITW Fastex.

1. License Grant and Scope

Subject to and conditioned upon Licensee’s strict compliance with all of the terms and conditions set forth in this Agreement, ITW Fastex hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable limited license (hereinafter, the “License”) during the Term to use the ITW Fastex Documents and information contained on the ITW Fastex Website, solely as set forth in this Section 2 and subject to all of the conditions and limitations set forth in Sections 3 and 4 or elsewhere in this Agreement. This License grants Licensee the right to: (a) download, print, copy, and use the ITW Fastex Documents to evaluate the suitability of the associated ITW Fastex part or product for use by Licensee’s company or its customers (the “Permitted Use”); and (b) download, print, copy, and use information provided on the ITW Fastex Website for the Permitted Use or for Licensee’s general information or noncommercial personal use.

1. Use Restrictions for ITW Fastex Documents

Licensee shall not, directly or indirectly: (a) use (including make any copies of) ITW Fastex Documents beyond the scope of this License; (b) permit any other Person (other than its own users) to use the ITW Fastex Documents; (c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the ITW Fastex Documents or any part thereof; (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights notices from the ITW Fastex Documents, including any copy thereof; (f) except as contemplated by this License, copy the ITW Fastex Documents, in whole or in part; (h) use the ITW Fastex Documents in violation of any foreign, federal, state or local law, regulation or rule; or (i) use the ITW Fastex Documents for purposes of the development of a competing product or service or any other purpose that is to ITW Fastex’s commercial disadvantage.

1. Use of Website

4.1 Licencee’s use of the ITW Fastex Website is subject to any terms and conditions which may be posted or available on the ITW Fastex Website, the terms and conditions of which are incorporated by reference to the extent not inconsistent with terms expressly set forth herein. Unless otherwise set forth herein, the content of the pages of the ITW Fastex Website are for Licensee’s general information and non-commercial use only. It is subject to change without notice. 4.2 THE ITW FASTEX WEBSITE, THE SITE CONTENT, AND ANY PRODUCTS AND SERVICES PROVIDED ON OR AVAILABLE THROUGH THIS WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. NEITHER ITW FASTEX NOR ANY PERSON ASSOCIATED WITH ITW FASTEX MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, NEITHER ITW FASTEX NOR ANYONE ASSOCIATED WITH ITW FASTEX WARRANTS OR REPRESENTS THAT THE WEBSITE, THE SITE CONTENT, OR ANY SERVICES PROVIDED ON OR THROUGH THIS WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. ITW FASTEX DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT WILL ITW FASTEX OR ITS LICENSORS OR AFFILIATES BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S USE OF, OR INABILITY TO USE, THE WEBSITE, THE SITE CONTENT, ANY SERVICES PROVIDED ON OR THROUGH THIS WEBSITE OR ANY LINKED SITE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS, OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE WEBSITE OR THE SITE CONTENT, WHETHER OR NOT THERE IS NEGLIGENCE BY ITW FASTEX AND WHETHER OR NOT ITW FASTEX HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 4.3 This website contains material which is owned by or licensed to ITW Fastex. This material includes, but is not limited to, the design, layout, look, appearance and graphics. The entire contents of the ITW Fastex Website (including all information, software, text, displays, images, and audio) and the design, selection, and arrangement thereof, are proprietary to ITW Fastex or its licensors and are protected by New Zealand, United States, and international laws regarding copyrights, trademarks, trade secrets, and other proprietary rights. Licensee is authorized only to use the content on the ITW Fastex Website for personal use or legitimate business purposes related to Licensee’s role as a current or prospective shareholder, customer, supplier, or distributor of ITW Fastex. Licensee agrees to not copy, modify, create derivative works of, publicly display or perform, republish, store, transmit, or distribute any of the material on the ITW Fastex Website without the prior written consent of ITW Fastex, except to: (a) store copies of such materials temporarily in RAM, (b) store files that are automatically cached by your web browser for display enhancement purposes, and (c) print a reasonable number of pages of the Website; provided in each case that you do not alter or remove any copyright or other proprietary notices included in such materials. Neither the title nor any intellectual property rights to any information or material in the ITW Fastex Website are transferred to Licensee, but remain with ITW Fastex or the applicable owner of such content. Except as expressly authorized by ITW Fastex in writing, Licensee agrees to not reproduce, sell or exploit for any commercial purposes (i) any part of the ITW Fastex Website, (ii) access to the ITW Fastex Website, or (iii) use of the ITW Fastex Website or of any services or materials available through the Website. 4.4 The terms "ITW" and “ITW Fastex” are trademarks and the ITW logo, the ITW Fastex logo, and all related product and service names, designs, and slogans are Illinois Tool Works Inc. or ITW Fastex trademarks. Licensee agrees to not use such marks without ITW Fastex's prior written permission. All other names, brands, and marks are used for identification purposes only and may be trademarks or registered trademarks of their respective owners. 4.5 Unauthorised use of the ITW Fastex Website may give rise to a claim for damages and/or be a criminal offence. 4.6 The Website may contain links to other websites on the Internet. ITW Fastex is not responsible for and does not endorse the content, products, or services of any third-party web sites, including, without limitation, sites framed within the ITW Fastex Website or third-party advertisements, and ITW Fastex does not make any representations regarding their quality, content, or accuracy. Licensee’s use of third-party websites is at its own risk and subject to the terms and conditions of use for such web sites. 4.7 Licensee agrees that it will not create a link to this website from another website or document without ITW Fastex’s prior written consent.

1. User Account

Licensee represents that any information provided in connection with registering or creating an account with ITW Fastex, including in connection with creating a registration or account to download the ITW Fastex Documents, is true and accurate.  Use of fraudulent, incorrect, or incomplete information in creating a registration or account, including name, address, or organizational affiliation will constitute a material breach of this Agreement that automatically terminates any License granted herein.

1. Term and Termination

6.1 This Agreement and the License shall remain in effect unless terminated as set forth herein (the “Term”). 6.2 ITW Fastex may terminate the License to ITW Fastex Documents, in whole or in part, for convenience upon thirty (30) days’ advance written notice. 6.3 Licensee may terminate this Agreement by ceasing to use and destroying all copies of the ITW Fastex Documents and ITW Fastex Website. 6.4 Either Party may, upon written notice to the other Party, terminate this Agreement for material breach, provided that such material breach is not cured within thirty (30) days following receipt of such notice. 6.5 Upon expiration or earlier termination of this Agreement, the License shall also terminate, and Licensee shall cease using and destroy all copies of the ITW Fastex Documents. 6.6 Except as otherwise specifically provided herein, the termination of this Agreement shall not affect the rights, obligations or remedies of either Party which accrued prior to the termination of this Agreement and all such remedies shall survive the termination of this Agreement. 6.7 Any provision of this Agreement that requires performance or observance subsequent to the termination of this Agreement, including Sections 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, and 14, shall survive termination of this Agreement and continue in full force and effect.  The obligations of Section 11 (confidentiality) shall extend to each portion of information contained in the ITW Fastex Documents until such portion can be shown by legally appropriate documentary evidence to be subject to the exceptions of Section 11.3.

1. Ownership

All rights, title and interest in the ITW Fastex Documents and the ITW Fastex Website and all information, drawings, trademarks, photographs, products described therein, as well as any and all Intellectual Property Rights embodied in the ITW Fastex Documents, ITW Fastex Website, or products shown or described therein, shall at all times reside in ITW Fastex. ITW Fastex retains all rights not expressly granted herein.

1. Intellectual Property Rights

8.1 Licensee acknowledges and agrees that the ITW Fastex Documents and information contained in the ITW Fastex Website are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the ITW Fastex Documents or any information contained in the ITW Fastex Website under this Agreement, or any other rights thereto other than to use the same in accordance with the License, and subject to all of the terms, conditions and restrictions under this Agreement. Licensee shall safeguard all ITW Fastex Documents (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Licensee shall promptly notify ITW Fastex if Licensee becomes aware of any infringement of ITW Fastex’s Intellectual Property Rights in the ITW Fastex Documents or ITW Fastex Website and shall fully cooperate with ITW Fastex in any legal action taken by ITW Fastex to enforce its Intellectual Property Rights. 8.2 Licensee agrees and acknowledges that, as between the Parties, ITW Fastex shall be the sole and exclusive owner of any and all right, title and interest in and to improvements, modifications, or amendments to the ITW Fastex Documents, whether made by ITW Fastex or by any other party, regardless of their respective employees, agents, or other representatives.

1. Warranty Disclaimer

THE ITW FASTEX DOCUMENTS AND INFORMATION PROVIDED ON THE ITW FASTEX WEBSITE ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ITW FASTEX, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE ITW FASTEX DOCUMENTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. ITW FASTEX PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE ITW FASTEX DOCUMENTS OR INFORMATION ON THE ITW FASTEX WEBSITE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

1. Limitation of Liability

10.1 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW,  IN NO EVENT WILL ITW FASTEX OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE ITW FASTEX DOCUMENTS OR ITW FASTEX WEBSITE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ITW FASTEX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.2 IN NO EVENT WILL ITW FASTEX’S OR ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’ COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE-HUNDRED DOLLARS ($100) OR THE AMOUNT PAID BY LICENSEE TO ITW FASTEX IN CONNECTION WITH THIS AGREEMENT, WHICHEVER IS GREATER. 10.3 THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.

1. Confidentiality

11.1 Each Party agrees that the ITW Fastex Documents shall be deemed to constitute or contain confidential, proprietary information of ITW Fastex. 11.2 Licensee shall: (a)        receive and hold the ITW Fastex Documents in trust and strict confidence; and (b)        prevent the disclosure of the ITW Fastex Documents to others; and (c)        not commercially utilize the ITW Fastex Documents without first having obtained the written consent of ITW Fastex; and (e)        not use the ITW Fastex Documents for any reason other than in furtherance of the Permitted Use. 11.3 The obligations set forth in the above paragraph shall not extend to any portion of the ITW Fastex Documents that, as shown by legally appropriate documentary evidence: (a)        was known to Licensee prior to disclosure by ITW Fastex to Licensee; or (b)        was generally available to the public prior to disclosure by ITW Fastex to Licensee; or (c)        becomes generally available to the public after disclosure by ITW Fastex, through no act, omission, or fault on the part of Licensee; or (d)        directly corresponds in substance to information furnished to Licensee on a non-confidential basis by any Third Party having a lawful right to do so; or (e)        directly corresponds to information furnished by ITW Fastex on a non-confidential basis to any Third Party. 11.4 Information shall not be excepted from the obligations of Section 11.2 under the exceptions of Section 11.3 merely because such information is embraced by more general or generic information which is in the public domain or available from a third party, or if it can only be reconstructed from information taken from multiple sources, none of which individually shows the whole combination, with matching degree of specificity, its principle of operation and/or the relevant use or method of use, as applicable. 11.5 The Licensee shall limit dissemination of the ITW Fastex Documents to the Licensee’s employees, agents and/or consultants who have a “need-to-know”, are contractually bound to keep confidential the Licensee’s  own confidential information of a like nature, and are concerned with the Permitted Use of this Agreement. 11.6 Compelled Disclosure.  As an exception to the obligations of Section 11.2, the ITW Fastex Documents or information contained in the ITW Fastex Documents may be disclosed by Licensee pursuant to court order or other properly issued subpoena or order of governmental authority, provided Licensee gives ITW Fastex timely notice to make any objections prior to disclosure.  In such an instance, Licensee shall use diligent efforts, at the expense of and with the consent of ITW Fastex, to limit any compelled disclosure, retaining as much confidential treatment of the Information as is reasonably possible, and allowing ITW Fastex participation to the maximum extent permitted by law in any proceeding relating to the disclosure.  

1. Irreparable Harm

Licensee acknowledges that its breach of any provision of this Agreement will cause irreparable harm that is not readily calculable.  Accordingly, ITW Fastex shall be entitled to all available remedies at law or in equity, including injunctive relief, and will not be obligated to post any bonds or prove any monetary damages to pursue such relief.

1. No Obligation

Execution of this Agreement shall not obligate either Party to negotiate any other contracts or agreements of any kind with the other Party, and shall not obligate either Party to purchase or sell any amount of goods or services.

1. Miscellaneous

14.1 The relationship between ITW Fastex and Licensee established by this Agreement is that of independent contractors. No joint venture or partnership is established by this Agreement. Neither Party is the agent, broker, partner, employee, or legal representative of the other for any purpose. 14.2 All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses as may be designated by a Party from time to time. 14.3 This Agreement, together with all schedules attached hereto constitutes the sole and entire agreement between Licensee and ITW Fastex with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. 14.4 Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without ITW Fastex’s prior written consent, which consent ITW Fastex may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which ITW Fastex’s prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section is void. ITW Fastex may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns. 14.5 This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 14.6 This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 14.7 If any portion of this Agreement shall be determined to be in violation of or contrary to any controlling law, rule, or regulation by a court of competent jurisdiction, then that portion shall be unenforceable and deleted from the Agreement, but all other terms of the Agreement shall remain in full force and effect so long as deletion of that portion does not materially affect the nature of the Agreement or render the Agreement as a whole as counter to the Parties’ intentions with respect to execution thereof. 14.8 This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. All schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. 14.9 This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same instrument.  This Agreement may be executed by the execution of facsimiles, and the Parties agree that the facsimiles that bear facsimiles of the signatures of both Parties shall constitute originals of the Agreement. 14.10 The Agreement is to be construed under and governed by the laws of New Zealand, excepting any conflict of law provisions, and any judicial remedy sought relative to this Agreement, as well as Licensee’s use of the ITW Fastex Documents and Licensee’s use of the ITW Fastex Website, are subject to the laws of New Zealand and  shall be brought only in a court of appropriate jurisdiction in New Zealand. 14.11 Entire Understanding.  This Agreement constitutes the entire understanding of the Parties with respect to its subject matter, and supersedes all prior agreements and understandings relating to the subject matter hereof.  Any amendment or modification of this Agreement shall be in writing and executed by duly authorized representatives of the Parties.  Further relationships, if any, must be defined by separate written agreements.