Dominion Building

76–80 Victoria Street and Bond Street, Wellington, New Zealand

Dominion Building Body Corporate 82981

Deed of Indemnity

1. Background

Body Corporate 82981 (Body Corporate) wishes to indemnify and maintain liability insurance for all previous, present and future Body Corporate committee members and chairpersons (Indemnified Persons).

2. Definitions

Indemnities means the indemnity given under clause 3.

Indemnified Person(s) means each person who previously or at or after the date of this Deed:

(a) held or holds the office of Chairperson of the Body Corporate; or

(b) held or holds the office of Member of the Body Corporate Committee,

and includes each person described in paragraphs (a) and (b) who has ceased to qualify under those paragraphs (or any such person who has retired from such position), but only in respect of that person's acts or omissions which are referred to in clause 3.

BY THIS DEED THE BODY CORPORATE CONFIRMS:

3. Indemnity

Subject to clauses 4, 5 and 9 the Body Corporate irrevocably indemnifies each Indemnified Person from and against any and all loss, damage, cost, expense, harm, claim, cause of action, suit, demand, or similar liability or proceeding (threatened, alleged or actual) whatsoever including those incurred or suffered in defence or any settlement reached (Loss) arising out of or otherwise in connection with:

(a) any act or omission (alleged or actual) as committee member or chairperson (as the case may be); and/or

(b) the Indemnified Person's status as committee member or chairperson (as the case may be).

4. Exclusions

Clause 3 does not extend to Loss:

(a) arising out of or otherwise in connection with fraud or any other wilful default, or gross negligence, of the Indemnified Person;

(b) arising out of or otherwise in connection with the Indemnified Person's wilful failure to comply with express instructions properly given by the Body Corporate, any act or omission knowingly outside the scope of the Indemnified Person's delegated authority, or the Indemnified Person's material breach of the Body Corporate operational rules; or

5. Notification, consultation and assistance

5.1. The Body Corporate may refuse to indemnify under clause 3 if the Indemnified Person does not:

(a) notify the Body Corporate immediately when the Indemnified Person becomes aware of any actual or threatened actions, proceedings, claims or demands, or any facts or circumstances likely to give rise to a claim against the Indemnified Person for which the Indemnified Person may be entitled to the Indemnities or indemnification under an insurance policy;

(b) consult with the Body Corporate on the steps to be taken, if any, in defending such actions, proceedings, claims or demands; or

(c) give the Body Corporate and its insurers and their respective representatives (including legal representatives) such information and assistance and co-operation as may reasonably be required, having regard to the interests of the Indemnified Person, the Body Corporate and the Body Corporate insurers.

6. Operation

Clause 3 is a primary, continuing and irrevocable obligation of the Body Corporate, subject to clauses 4, 5 and 9. An Indemnified Person will benefit, and the Body Corporate will perform its obligations, under clause 3 immediately Loss arises, including where the Loss arises out of or otherwise is in connection with any alleged act or omission. In particular, all costs incurred in dealing with and/or defending allegations will be met immediately.

7. Insurance

To the fullest extent practicable, the Body Corporate will maintain in full effect liability insurance that indemnifies the Indemnified Persons and the Body Corporate from and against any Loss referred to in this Deed. This insurance cover will not in any way derogate from the Body Corporate's obligations, and an Indemnified Person's rights, under clause 3.

8. Benefit

This Deed confers a benefit on each Indemnified Person, enforceable by that Indemnified Person.

9. Termination

The Body Corporate may terminate this Deed at any time by 30 days' written notice to the then current Body Corporate committee members and the then current Body Corporate chairperson. Nevertheless, this Deed continues to have full effect with respect to any act or omission by, or the status of, an Indemnified Person before the date of termination.

EXECUTED AS A DEED

BODY CORPORATE 82981

* It is encouraged, like with any legal document, to seek legal advice before entering into an agreement.

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