NAB.005.039.

0003

Introducer Agreement

National Australia Bank Limited (“NAB”)

{ FORMTEXT } (“Introducer”)
 NAB.005.039.0004

Introducer Agreement
Contents

Details
General terms 2

1 Appointment 2
1.1 Lending Products 2

2 Introducer’s duties 2
2.1 Obligations 2
2.2 Australian Credit Licence 2
2.3 Restrictions 3

3 NAB’s duties 4
3.1 Applications 4

4 Intellectual Property 4
4.1 Creation by or for a party 4
4.2 Exclusions 4
4.3 Vesting of Intellectual Property Rights 4
4.4 Trade marks 4

5 Confidentiality 5
5.1 Guidelines and duties 5
5.2 Appointee 5
5.3 Permitted disclosure 6
5.4 Return of Confidential Information 6

6 Costs, fees and other amounts 6

6.1 What NAB must pay 6
6.2 Third party recipient 7
6.3 Free of deductions 7
6.4 Costs and expenses 7

7 Indemnity 7
7.1 Agreement to indemnify 7
7.2 Survival of indemnities 7

8 Disputes 8
8.1 Compliance with dispute resolution procedures 8
8.2 Negotiation 8
8.3 Mediation and legal proceedings 8
8.4 No arbitration 8
8.5 Agreement shall remain in force 8
8.6 Survival of clause 8

9 Representations and Warranties 9

9.1 Representations and warranties 9
9.2 Continuation 9
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10 Termination and Events of Default 9

10.1 Events of default 9
10.2 Notice of termination 10
10.3 Immediate termination - Event of Default 10
10.4 Payment of commission following termination 10
10.5 Non-exclusivity of rights 10
10.6 Other Referral Agreements 10

11 Notices 10
11.1 Form and delivery of 10
11.2 Effect 11
11.3 Deemed receipt 11

12 Assignment and sub-contracting 11

12.1 Introducer 11
12.2 NAB 11

13 Variation 11
13.1 Power of Variation 11
13.2 Notice 11

14 Jurisdiction 12
14.1 Governing Law 12
14.2 Jurisdiction 12

15 Miscellaneous 12
15.1 Waiver 12
15.2 Approvals and consent 12
15.3 Remedies cumulative 12
15.4 Entire agreement 12
15.5 Severance 12
15.6 No partnership 12
15.7 Further assurances 13
15.8 Certificates conclusive 13

16 Definitions and Interpretation 13

16.1 Definitions 13
16.2 Interpretation 15
16.3 Headings 16
Schedule 1 (Consumer Lending Products) 18
Schedule 2 (Business Lending Products) 19
Schedule 3 (Commission) 20
Schedule 4 (Recipient Created Tax Invoice Agreement) 23
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Details

Interpretation – definitions are at the end of the General terms

Parties NAB and { FORMTEXT }

NAB Name National Australia Bank Limited (“NAB”)

ABN ABN 12 004 044 937

Address Level 4, 800 Bourke Street, Docklands,

Victoria, 3008

Fax 1300 306 812

Introducer Name { FORMTEXT } (the “Introducer”)

ABN ABN { FORMTEXT }

Address { FORMTEXT }

Fax { FORMTEXT }

Recitals The Introducer wishes to introduce Applicants to NAB for

Lending Products in return for payment of commission on the
terms and conditions set out in this agreement.

Governing law Victoria

Date of See Signing page

agreement
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{ STYLEREF PrecNameCover \* MERGEFORMAT }

General terms
1 Appointment
1.1 Lending Products
Unless NAB notifies the Introducer to the contrary, the Introducer may refer potential
Applicants to NAB for both Business Lending Products and Consumer Lending
Products. If NAB notifies the Introducer that the Introducer may refer potential
Applicants to NAB, only for Business Lending Products, or only for Consumer
Lending Products, the Introducer must comply with that notice.

2 Introducer’s duties
2.1 Obligations
The Introducer must in exercising its rights and fulfilling its obligations under this
agreement:

(a) comply with all Relevant Laws;

(b) ensure it and its Appointees act at all times in good faith and with all due
care, skill and diligence;

(c) return to NAB any of NAB’s brochures, advertisements, or any other

documents provided by NAB to the Introducer upon request by NAB;

(d) advise NAB immediately if any Event of Default occurs in respect of the
Introducer;

(e) ensure that each Appointee of the Introducer observes all Relevant Laws in
performing the obligations, requirements and duties of the Introducer under
this agreement;

(f) comply with all other reasonable requirements as may be advised from time
to time by NAB;

(g) obtain the Applicant’s verbal consent before referring them to NAB;

(h) tell the Applicant about any commission the Introducer may receive from
NAB for the referral before referring them to NAB;

(i) pass on the Applicant’s contact details to NAB within 5 business days of
obtaining the Applicant's consent to make the referral; and

(j) only provide NAB with the Applicant’s personal contact details (that is,
name and phone number) unless NAB agrees to accept additional
information from the Introducer. NAB may agree to accept additional
information from the Introducer if the Introducer substantiates that they
have an Australian Credit Licence to provide credit assistance.

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2.2 Australian Credit Licence

In addition to clause 2.1, if the Introducer tells NAB that it has an Australian Credit
Licence to provide credit assistance, the following obligations also apply.

(a) The Introducer must provide NAB with evidence of their Australian Credit
Licence (including their licence number) upon request.

(b) The Introducer will notify NAB immediately:

(i) if there is a change to any details relating to their Australian

Credit Licence;

(ii) as soon as the Introducer becomes aware that the Australian

Credit Licence will be, or is likely to be, cancelled or suspended
and the reason for this; and

(iii) as soon as the Introducer ceases to hold their Australian Credit

Licence.

2.3 Restrictions
The Introducer must not:

(a) conduct identification verification of the Applicant or a signatory to an

account for or in connection with the Loan applied for; or

(b) engage in any misleading or deceptive conduct;

(c) make any representations or recommendations or provide any advice to the

Applicant in relation to NAB, NAB products, whether a facility is likely to
be approved or the basis on which the facility may be approved or provided
without NAB’s prior consent;

(d) use NAB’s name or symbols or logos or place or cause to be placed

advertisements alluding to NAB or its products or make or permit to be
made statements relating to NAB for publication in any circulation, book,
magazine, newspaper or any other media including, but not limited to, a
website without the prior written consent of NAB; or

(e) attempt or purport to perform any act beyond its authority under this
agreement or do any act not expressly authorised by this agreement relating
to an Applicant and in particular must not:

(i) do any act relating to credit assessment;

(ii) order a property valuation;

(iii) explain Loan or security documentation;

(iv) procure execution of Loan or security documentation;

(v) accept money on behalf of NAB; or

(vi) advise an Applicant of the specifications of any Lending

Products or other NAB products;

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(f) represent to any person that it has any authority to do any of the matters
referred to in clause 2.3(e); or

(g) orally or otherwise, represent itself to an Applicant or any other party

connected with the Application as the agent of NAB; or

(h) charge the Applicant a fee for referring them to NAB.

3 NAB’s duties
3.1 Applications
(a) NAB is under no obligation to consider or approve any Application and
may reject any Application if it wishes in its absolute discretion. At all
times NAB’s decision will be final.

(b) NAB is under no obligation to communicate to the Introducer the result of

or any details about any applicant.

4 Intellectual Property
4.1 Creation by or for a party
The Introducer acknowledges that all rights, titles and interests in and to all Intellectual
Property Rights subsisting in any materials or publications:

(a) developed by or for NAB; or

(b) created, maintained, used or provided by NAB pursuant to, for the purpose
of or in connection with this agreement,

vest in and are the property of NAB including, but not limited to:

(c) any Intellectual Property Rights subsisting or its contents;

(d) any trade mark or business name;

(e) any computer program; and

(f) any report, marketing material, manual, file, script, inventory, database,
record or information.

4.2 Exclusions
Clause 4.1 does not apply to any Intellectual Property Rights created by any third
person independently of the parties and which have not been assigned to NAB.

4.3 Vesting of Intellectual Property Rights

The Introducer undertakes, at NAB’s reasonable request and at NAB’s cost, to swear
all oaths, make all declarations, execute all documents and do all other things necessary
to vest any of NAB’s Intellectual Property Rights referred to in clause 4.1 in NAB, its
assigns or successors in title.

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4.4 Trade marks

Without limiting the generality of clause 4.1, the Introducer must not without NAB’s
consent:

(a) use or alter any trade mark or business name of NAB whether as part of
NAB’s corporate or business name or on or in relation to any goods or
services which have not been provided in the course of trade by NAB; or

(b) merge any report, marketing material, manual, file, script, inventory,
database, record or information provided by NAB under this agreement in
or with any other information which is held by the Introducer and which is
not obtained or generated by the Introducer in connection with or in relation
to the performance of this agreement.

5 Confidentiality
5.1 Guidelines and duties
The Introducer:

(a) acknowledges that Confidential Information is passed to and received by it

in the strictest confidence;

(b) must use the Confidential Information only for the purposes of carrying out
its obligations under this agreement;

(c) must not disclose the Confidential Information to any person except as
permitted by this agreement;

(d) must take reasonable efforts to ensure that any person who has access to
Confidential Information does not make any unauthorised use,
modification, reproduction or disclosure of that information and that
Confidential Information is protected against loss;

(e) must not transfer Confidential Information outside Australia or allow a

person outside Australia to have access to it, without the prior written
consent of NAB;

(f) must notify NAB as soon as practicable after it becomes aware of a breach
of its obligations under this clause 5;

(g) must comply with any request or direction of NAB arising directly from or
in connection with the exercise of the functions of the Privacy
Commissioner under the Privacy Act 1988 (Cth), or any other Relevant
Laws, or otherwise including, without limitation, the issuing of any
guideline concerning the handling of personal information; and

(h) must co-operate with NAB in any reasonable action, which NAB may take
to protect the confidentiality of its Confidential Information.

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5.2 Appointee
The Introducer must use its reasonable endeavours to procure that each of its
Appointees to whom Confidential Information is, or has been disclosed does not
disclose, or use any of that Confidential Information contrary to the requirements of
this clause 5 either during, or after the termination of the employment, office or
agency of the Appointee. If an Appointee to whom Confidential Information has
been disclosed breaches its obligations of confidence, the Introducer must use its
reasonable endeavours to enforce, or procure the enforcement of the obligations of
non-disclosure.

5.3 Permitted disclosure

(a) The Introducer may disclose Confidential Information to the extent
specifically required by law, and (where practicable) must immediately
notify NAB if it becomes aware that such disclosure may be required.

(b) If the Introducer wishes to disclose Confidential Information otherwise than

as permitted by this clause 5, it must obtain the prior written consent of
NAB and procure that the person to whom the Confidential Information is
to be disclosed, releases and indemnifies NAB from all claims, actions, loss
or liability arising out of or in connection with such disclosure or with the
use by that person of that Confidential Information.

5.4 Return of Confidential Information

(a) Subject to clause 5.4(c), the Introducer agrees that at any time NAB may
request the Introducer to deliver, destroy or erase all documents and media
in which any of its Confidential Information is recorded, or from which it
may be reproduced (including any copies) which is in the Introducer’s
possession, power, custody or control or that of any Appointee of the
Introducer (except this agreement) save that nothing in this clause requires
the Introducer to deliver, destroy or erase Confidential Information:

(i) contained on electronic computer back up tapes; or

(ii) contained in minutes of meetings of the Introducer’s board of

directors or senior leadership team containing or reflecting
NAB’s Confidential Information,

however any such Confidential Information remains subject to this

clause 5.

(b) Subject to clause 5.4(a), the Introducer must certify in writing to NAB on
request that, to the best of its information and belief and after making
enquiries, there is no longer any Confidential Information in the
Introducer’s possession, power or custody or control or that of any
Appointee except this agreement.

(c) Return, destruction or erasure of the material forms of Confidential

Information under clause 5.4(a) does not release the Introducer or its
Appointees from other obligations under this clause 5.

(d) The rights and obligations of the parties with respect to confidentiality
survive termination of this agreement for whatever reason.

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6 Costs, fees and other amounts

6.1 What NAB must pay
(a) NAB must pay the Introducer commission calculated and payable in
accordance with schedule 3, subject to any change in the commission
occurring under clause 13.1(a).

(b) NAB must pay the Introducer additional consideration in relation to any
goods and services tax on the terms and conditions set out in schedule 4.

6.2 Third party recipient

The parties acknowledge and agree that:

(a) the Introducer must not, and must ensure that its Related Bodies Corporate
do not, pass on any part of the commission received by the Introducer under
this agreement to any third party that is not a Related Body Corporate of the
Introducer; and

(b) if the Introducer passes to any Related Body Corporate any part of the
commission received by Introducer under this agreement, the Introducer
does so on its own account and not on behalf of NAB.

6.3 Free of deductions

(a) Subject to clause 6.3(b), all payments to be made by a party under this
agreement will be made free and clear of and without deductions for or on
account of any taxes, except to the extent required by law.

(b) Without prejudice to any other remedy available to NAB whether under
this agreement or otherwise, NAB may set off or deduct from any amount
payable by it to the Introducer under this agreement any amounts payable
by Introducer to NAB.

6.4 Costs and expenses

Each party shall bear its own costs and expenses in connection with the preparation,
negotiation and execution of this agreement except that the Introducer must pay all
government stamp duty and other fees and charges associated with this agreement.

7 Indemnity
7.1 Agreement to indemnify
The Introducer agrees to indemnify and keep indemnified NAB against any liability or
loss, expenses, damages, and costs (including legal costs on a solicitor and own client
basis) sustained or incurred, arising directly or in connection with:

(a) any Event of Default by the Introducer;

(b) any breach by the Introducer of this agreement;

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(c) any default or negligent act or omission of the Introducer or its Appointees
in the course of or related to this agreement; and

(d) any breach of any of the representations and warranties made by Introducer
contained in this agreement.

7.2 Survival of indemnities

Each indemnity in this agreement is a continuing obligation, separate and independent
from the other obligations of the Introducer and survives termination of this agreement
for whatever reason.

8 Disputes
8.1 Compliance with dispute resolution procedures
A party may not commence legal proceedings (except proceedings seeking urgent
interlocutory relief) in respect of any disputes in relation to this agreement without first
complying with the dispute resolution procedures in this clause.

8.2 Negotiation
If a dispute arises between the parties in connection with this agreement, including
without limitation in relation to the payment of commission, the parties undertake in
good faith to use all reasonable endeavours to settle the dispute by negotiation.

8.3 Mediation and legal proceedings

If a dispute is not settled by the parties in accordance with clause 8.2, within a
reasonable time of notification of a dispute by either party, the parties agree that the
following provisions will apply.

(a) The parties must endeavour to settle the dispute by mediation conducted in
accordance with the Australian Commercial Disputes Centre (“ACDC”)
mediation rules and administered by the ACDC. The parties agree to select
a mediator within 14 days of the date of notice of intention to mediate and
if none can be agreed then the parties agree to the appointment of the
mediator by the Chief Executive Officer of the ACDC or his or her
nominee.

(b) If the dispute cannot be resolved in accordance with the provisions of

clause 8.3(a) or, if at any time, either party considers that the other party is
not making reasonable efforts to resolve the dispute, either party may, by
notice in writing of not less than 14 days to the other, refer the dispute to
legal action and service of such notice under this sub clause shall be a
condition precedent to the commencement of any litigation proceedings in
respect of such dispute.

(c) The dispute resolution shall be held in Melbourne, Victoria or any such
other place as the parties may agree in accordance with and subject to the
laws of that State.

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8.4 No arbitration
Nothing in this agreement shall be interpreted as or be deemed to constitute an
arbitration agreement within the meaning of the Commercial Arbitration Act 1984
(Vic).

8.5 Agreement shall remain in force

This agreement shall remain in force despite the existence of a dispute or any
proceedings under this clause unless terminated pursuant to clause 10.

8.6 Survival of clause

This clause survives termination of this agreement.

9 Representations and Warranties

9.1 Representations and warranties
The Introducer represents and warrants to NAB that:

(a) it has been duly constituted, is validly existing under a Relevant Law and
has power and authority to carry on its business as it is now being
conducted; and

(b) it has power to enter into and observe its obligations under this agreement;
and

(c) it has in full force and effect the authorisations and qualifications necessary
to enter into this agreement, observe obligations under them and allow them
to be enforced; and

(d) its obligations under this agreement are valid and binding and are
enforceable against it in accordance with their terms; and

(e) this agreement and the arrangements under it do not contravene its
constituent documents or any law, regulation or official directive or
contractual restrictions or cause a limitation on its powers or the powers of
its directors to be exceeded; and

(f) it has, and shall during the currency of this agreement maintain, sufficient
resources to fully discharge its obligations under this agreement; and

(g) it and its Appointees are competent to perform its obligations under this
agreement; and

(h) no fact or circumstance exists which may materially affect its ability or
willingness to perform this agreement, other than facts or circumstances
fully disclosed to NAB; and

(i) all work to be carried out by it under this agreement does not infringe any
Intellectual Property Rights belonging to any third party.

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9.2 Continuation
These representations and warranties are also taken to be made and given on each day
that this agreement continues.

10 Termination and Events of Default

10.1 Events of default
It is an Event of Default if any of the following occur:

(a) the Introducer or any Appointee breaches any provision of this agreement
or makes any incorrect warranty or representation under this agreement;

(b) on reasonable grounds NAB considers that information provided to NAB

by the Introducer pursuant to this agreement is not true and correct in
circumstances where the Introducer ought reasonably to have known it is
not true and correct;

(c) the Introducer is Insolvent;

(d) the Introducer commits an offence against the law of the Commonwealth or
of the State or Territory involving fraud or dishonesty or otherwise engages
in behaviour which in NAB’s opinion is likely to bring the name of NAB
into disrepute or to give rise to a complaint or the institution of legal
proceedings against NAB or a breach of applicable law; or

(e) an “Event of Default” or “Event”, as defined in any Other Referral

Agreement, occurs in respect of the Introducer.

10.2 Notice of termination

NAB may terminate this agreement at any time by giving 30 days written notice to
the Introducer.

10.3 Immediate termination - Event of Default

NAB may terminate this agreement with immediate effect on the giving of notice to
the Introducer if an Event of Default occurs.

10.4 Payment of commission following termination

(a) If this agreement is terminated pursuant to clause 10.2, the obligations of
NAB to pay commission and amounts in respect of goods and services tax
in accordance with clause 6.1 and schedules 3 and 4 shall survive that
termination.

(b) If this agreement is terminated pursuant to clause 10.3 NAB is not obliged
to pay commission which has not yet been paid but would otherwise be or
become payable pursuant to this agreement.

10.5 Non-exclusivity of rights

Subject to clause 10.4, termination of this agreement for any reason will not prejudice
any rights of the parties in existence as at the date of termination. The rights and

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remedies given to a party in this clause 10 are not intended to be exclusive and are in
addition to any rights and remedies that a party may have in law or equity.

10.6 Other Referral Agreements

The parties agree that an Event of Default in respect of the Introducer under this
agreement shall also constitute an “Event of Default” or “Event” (as appropriate) in
respect of the Introducer under any Other Referral Agreement.

11 Notices
11.1 Form and delivery of
A notice, approval, consent or other communication in connection with this
agreement:

(a) must be in writing; and

(b) must be left at the address of the addressee, or sent by prepaid ordinary post
(airmail if posted to or from a place outside Australia) to the address of the
addressee or sent by facsimile to the facsimile number of the addressee
which is specified in this clause or if the addressee notifies another address
or facsimile number then to that address or facsimile number.

The address and facsimile number of each party is set out in the Details.

11.2 Effect
A notice, approval, consent or other communication takes effect from the time it is
received unless a later time is specified in it.

11.3 Deemed receipt

A letter or facsimile is taken to be received:

(a) in the case of a posted letter, on the third (seventh, if posted to or from a
place outside Australia) day after posting; and

(b) in the case of facsimile, on production of a transmission report by the

machine from which the facsimile was sent which indicates that the
facsimile was sent in its entirety to the facsimile number of the recipient.

12 Assignment and sub-contracting

12.1 Introducer
The Introducer must not assign or sub-contract any of its rights, duties or obligations
under this agreement.

12.2 NAB
NAB may assign or subcontract any of its rights or obligations under this agreement.

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13 Variation
13.1 Power of Variation
NAB may, in its absolute discretion, change:

(a) the commission payable by NAB to the Introducer under clause 6.1(a) and
schedule 3, at three monthly intervals on or about the end of each calendar
quarter of this agreement;

(b) any other provision of this agreement;

(c) NAB’s brochures, advertisements, or any other documents provided by

NAB to Introducer; and

(d) the Loans and Lending Products.

13.2 Notice
NAB will notify the Introducer of any change referred to in clauses 13.1(a), (b) and
(c) by giving Introducer notice of the change. Any such change will take effect at a
time specified in the notice or, if no time is specified, immediately upon receipt of the
notice by the Introducer.

14 Jurisdiction
14.1 Governing Law
This agreement is governed by the laws in force in Victoria.

14.2 Jurisdiction
Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction
of the courts of Victoria and the courts of appeal from them. Each party waives any
rights it has to object to an action being brought in those courts, to claim that the
action has been brought in an inconvenient forum, or to claim that those courts do not
have jurisdiction.

15 Miscellaneous
15.1 Waiver
Subject to clause 13, a provision of or a right created under this agreement may not
be waived except in writing, signed by the party or parties to be bound.

15.2 Approvals and consent

Either party may give conditionally or unconditionally or withhold its approval or
consent in its absolute discretion unless this agreement expressly provides otherwise.

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15.3 Remedies cumulative

The rights, powers and remedies provided in this agreement are cumulative with and
not exclusive of the rights, powers or remedies provided by law independently of this
agreement.

15.4 Entire agreement

This agreement constitutes the entire agreement between the parties about its subject
matter and any previous agreements, undertakings, understandings, and negotiations
on that subject matter cease to have any effect.

15.5 Severance
If any provision of this agreement or the application of that provision to any person
or circumstance is or becomes invalid or unenforceable, then the remaining
provisions of this agreement are not affected and are valid and enforceable to the
fullest extent permitted by law.

15.6 No partnership
Except as expressly provided for by this agreement, nothing contained in this
agreement shall be deemed or construed by the parties or by any other person as
creating the relationship of partnership or joint venturers or of principal or agent.
Each party expressly confirms that the relationship between them is that of
independent contractors and neither party shall have any authority or power for or on
behalf of the other party to receive Applications from Applicants or make
representations on behalf of NAB or to enter into any contract, to pledge any credit,
to incur any liabilities or to assume any obligations or to make any warranties or
representations whatsoever, except to the extent specifically authorised by this
agreement.

15.7 Further assurances

At the request of a party, each other party will at the expense of the first mentioned
party, execute and cause its successors to execute documents and to do everything
else necessary and appropriate to bind the other party and its successors under this
agreement or any other agreement entered into in connection with this agreement.

15.8 Certificates conclusive

A certificate signed by NAB or its solicitors about a matter or about a sum payable in
connection with this agreement is sufficient evidence of the matter or sum stated in
the certificate unless the matter or sum is proved to be false.

16 Definitions and Interpretation

16.1 Definitions
The following words have these meanings in this agreement unless the contrary
intention appears:

Applicant means a person who has indicated they may make, or who has
made, an Application.

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Application is an application for a Loan in the form specified by NAB.

Appointee means any officer or employee of the Introducer.

Business Lending Products means each Lending Product listed in schedule

2.

Business Loan means any NAB Business Lending Product other than any
Business Overdraft or any NAB Invoice Finance Facility.

Business Overdraft means any NAB Business Plus, NAB Business Overdraft
or NAB Farm Management Account Overdraft.

Confidential Information means this agreement and the fact that this
agreement exists and any information of, or relating to, the businesses
(including without limitation any person with whom NAB has entered into a
joint venture, strategic alliance or other business arrangement), systems,
operations, customers, properties, assets or affairs of NAB or its Related Bodies
Corporate which is or has been disclosed by NAB to the Introducer (or its
Appointees) or learnt or acquired by the Introducer (or its Appointees) under or
in connection with this agreement, whether orally, electronically or in writing
other than any such information which:

(a) was in the public domain at the time of its disclosure or acquisition
by the Introducer;

(b) became part of the public domain after its disclosure or acquisition
by the Introducer, otherwise than through a disclosure in breach of
an obligation of confidence of the Introducer;

(c) is or came lawfully into the possession of the Introducer wholly

independently of and not related in any way to this agreement and
the transactions and activities contemplated by it otherwise than as
a result of a disclosure in breach of an obligation of confidence; or

(d) was independently known by the Introducer at the time of its

disclosure or acquisition by the Introducer.

Consumer Lending Products means each Lending Product listed in

Schedule 1.

Corporations Act means the Corporations Act 2001 (Cth).

Event of Default has the meaning given in clause 10.1 of this agreement.

Insolvent means being an insolvent under administration or insolvent or

having a controller appointed (each as defined in the Corporations Act), in
receivership, in receivership and management, in liquidation, in provisional
liquidation, under administration, wound up, subject to any arrangement,
assignment or composition, protected from creditors under any statute,
dissolved (other than to carry out a reconstruction while solvent) or otherwise
unable to pay debts when they fall due.

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Intellectual Property Rights means all rights, titles and interests wherever
subsisting throughout the world and whether registered or not in and to:

(a) copyright, author’s rights, neighbouring rights, sui generis

protection for the contents of databases, the protection of circuit
layouts (including under the Circuit Layouts Act 1989 (Cth) and
rights of topography, designs;

(b) inventions, patents, utility models;

(c) trade secrets, know how, Confidential Information;

(d) trade marks, business names, trading styles and get up; and

(e) any right contemplated by a treaty, convention or instrument

administered by or under the auspices of the World Intellectual
Property Organisation,

and includes the right to apply for the registration, grant or other insurance of
such rights, titles and interests.

Home Loan Products are Consumer Lending Products described in paragraph

(a) of Schedule 1.

Loan means an agreement to provide financial accommodation under a

Lending Product to an Applicant.

Lending Products means each of the Business Lending Products and each of
the Consumer Lending Products.

Personal Loan Products are Consumer Lending Products described in

paragraph (b) of Schedule 1.

Other Referral Agreement means any other agreement that provides for the
Introducer to refer customers or potential customers to any division or Related
Body Corporate of NAB, or to submit applications on behalf of customers to
any division or Related Body Corporate of NAB.

Related Body Corporate has the meaning given to it in the Corporations Act.

Relevant Law means any:

(a) statute, ordinance, code or other law including regulations and other
instruments under them; and

(b) code of practice, guidelines or standard issued by relevant

regulators or industry bodies, whether or not having the force of
law, applicable to this agreement, the Confidential Information and
any other obligations to be performed under this agreement,
including, without limitation, the Consumer Credit Code, the Code
of Banking Practice, the Electronic Funds Transfer Code of
Conduct, the Trade Practices Act 1974 (Cth) and the Privacy Act
1988 (Cth).

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 NAB.005.039.0021

16.2 Interpretation
In this agreement unless the contrary intention appears:

(a) a reference to this agreement means this agreement, including the

recitals and schedules and any variation or replacement of any of
them from time to time;

(b) a reference to a statute, ordinance, code or other law includes

regulations and other instruments under it and consolidations,
amendments, re-enactments or replacements of any of them;

(c) the singular includes the plural and vice versa;

(d) the word “person” includes a firm, a body corporate, a partnership,

joint venture, an unincorporated body or association or any
government agency;

(e) a reference to a person includes a reference to the person’s

executors, administrators, successors, substitutes (including,
without limitation, persons taking by novation) and assigns;

(f) a reference to a party is a reference to a party to this agreement;

(g) an agreement, representation or warranty in favour of two or more

persons is for the benefit of them jointly and severally;

(h) an agreement, representation or warranty on the part of two or more

persons binds them jointly and severally;

(i) if a period of time is specified and dates from a given day or the day
of an act or event, it is to be calculated exclusive of that day;

(j) a reference to a day is to be interpreted as the period of time

commencing at midnight and ending 24 hours later;

(k) a reference to any thing (including, without limitation, any amount)

is a reference to the whole and each part of it and a reference to a
group of persons is a reference to all of them collectively, to any
two or more of them collectively and to each of them individually;

(l) the verb “include” (in all its parts, tenses and variants) is not used
as, nor is it to be interpreted as, a word of limitation; and

(m) the words “including”, “for example” or “such as” do not limit the
meaning of the words to which the example relates to that example
or examples of a similar kind.

16.3 Headings
Headings are inserted for convenience and do not affect the interpretation of this
agreement.

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 NAB.005.039.0022

EXECUTED as an agreement.

)
…..………………………………. )
Print name of authorised representative for )
NATIONAL AUSTRALIA BANK )
LIMITED (ABN 12 004 044 937) )
)
) .......................................................……
) Signature of witness
)
.......................................................………. ) .......................................................……
By executing this agreement the signatory ) Print name of witness (block letters)
warrants that the signatory is duly authorised )
to execute this agreement on behalf of ) .......................................................……
NATIONAL AUSTRALIA BANK ) Address of witness
LIMITED )
) .......................................................……
) Occupation of witness
)

)
……..…………………………………….. )
Print name of authorised representative for )
{ FORMTEXT } (ABN { FORMTEXT )
}) )
) .......................................................…
) Signature of witness
)
) .......................................................…
.......................................................................) Print name of witness (block letters)
By executing this agreement the signatory )
warrants that the signatory is duly ) .......................................................…
authorised to execute this agreement on ) Address of witness
behalf of { FORMTEXT } )
) .......................................................…
) Occupation of witness

DATED: ..................................................

{ FILENAME } - 17 -
 NAB.005.039.0023

Schedule 1 (Consumer Lending Products)

Commission will be paid in accordance with Schedule 3 of this agreement on the following
Consumer Lending Products:

(a) Home Loan Products

 NAB Tailored Home Loan – Variable Interest Rate* 3, 4

 NAB Tailored Home Loan – Fixed Interest Rate 2, 3, 4

 NAB Introductory Rate Home Loan* 1, 4

 NAB Base Variable Rate Home Loan* 2, 4

 NAB FlexiPlus Mortgage 3, 4

 NAB Portfolio Facility 5

 NAB Custom Home Loan

 NAB Home Equity Line of Credit

* These products are available on the basis of either a single drawdown or as Building
in Course of Erection Loans (BICOE).

.
1 “BICOE” Loan available on “Variable Rate” loans only.
2 Includes “Interest only” facilities.
3 Includes loans assessed on a “Low Doc” basis.
4 Including
Home Loan Products of this type, which are part of a NAB Choice Package
or a NAB Private Tailored Package.
5 Including
Home Loan Products of this type, which are part of a NAB Portfolio Package
or a NAB Private Portfolio Package.

(b) Personal Loan Products

 NAB Variable Rate Unsecured Personal Loan

 NAB Fixed Rate Unsecured Personal Loan

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 NAB.005.039.0024

Schedule 2 (Business Lending Products)

Commission will be paid in accordance with Schedule 3 of this agreement on the following
Business Lending Products:

 NAB Business Overdraft

 NAB Farm Management Account Overdraft

 NAB Business Markets

 NAB Business Options Instalment Loan

 NAB Business Options Combination Loan

 NAB Business Options Interest Only Loan (Interest in Arrears)

 NAB Business Options Interest Only Loan (Fixed Rate Interest in Advance)

 NAB Market Rate Facility

 NAB Bill Facility

 NAB Invoice Finance

 NAB Finance Lease

 NAB Hire Purchase

 NAB Equipment Loan

 NAB Novated Lease

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 NAB.005.039.0025

Schedule 3 (Commission)
The Introducer may be paid a commission as set out below when referring a customer to the
representative of NAB nominated by NAB.

Commissions will only be paid for Lending Products outlined in Schedules 1 and 2 of this
agreement.

Commission Payments - Consumer Lending Products

(a) Home Loan Products

1. Except in relation to an existing customer, the commission amount paid, exclusive of

GST, will be 0. 40% of the approved limit for any Home Loan Product other than any NAB
Flexiplus Mortgage, NAB Home Equity Line of Credit or NAB Portfolio Facility.
2. Except in relation to an existing customer, for any NAB Flexiplus Mortgage, NAB Home
Equity Line of Credit or NAB Portfolio Facility, the commission paid, exclusive of GST,
will be 0. 40% of 60% of the approved limit set by NAB.
3. In relation to an Existing Customer:
a) Commission will only be paid where the Total New Lending is at least $50,000.
b) The commission amount paid will be, exclusive of GST:
 0. 40% of that part of the Total New Lending attributable to a Home Loan
Product other than a NAB FlexiPlus Mortgage, NAB Home Equity Line of
Credit or NAB Portfolio Facility.

0. 40% of 60% of the Total New Lending attributable to a NAB FlexiPlus
Mortgage, NAB Home Equity Line of Credit or NAB Portfolio Facility.
For the purpose of this Schedule:
1. “Existing Customer” means an Applicant who has, at the time the Home Loan Product is
applied for, an existing loan secured by a mortgage over residential property with NAB, or
an existing NAB business banking relationship (as determined by NAB in its absolute
discretion).
2. “Total New Lending” means the net change in the total approved limits of all Home Loan
Products held by the Applicant as a result of the application.
3. The “Total New Lending attributable to a NAB FlexiPlus Mortgage, NAB Home Equity
Line of Credit or NAB Portfolio Facility”, and the “Total New Lending attributable to a
Home Loan Product other than a NAB FlexiPlus Mortgage, NAB Home Equity Line of
Credit or NAB Portfolio Facility”, will be determined by NAB in its absolute discretion.

(b) Personal Loan Products

For each Personal Loan Product of $10,000 or more, the commission amount paid, exclusive of
GST, will be the greater of:
 0.30% of the loan amount shown in the loan contract, up to a maximum of $200; and
 $50.

Introducer Agreement – Version 3.0 - 20 -

 NAB.005.039.0026

Commission Payments - Business Lending Products (other than any NAB Invoice Finance)

1. For Business Loans the following commission amount(s) will be paid, subject to
the maximum commission amount set out below:

a) Where NAB agrees that the Applicant can progressively draw down a Business
Loan referred by the Introducer - 0.50%, inclusive of GST, of each such
progressive draw.*

b) For any other Business Loan referred by the Introducer - 0.50%, inclusive of
GST, of the approved limit of that Business Loan.*

2. For Business Overdrafts, the commission amount paid will be 0.50%, inclusive of GST,
of 50% of the approved overdraft limit, subject to the maximum commission amount set
out below.

3. The maximum commission amount payable in relation to an Applicant is, in relation to

Business Lending Products (other than NAB Invoice Finance), a total of $25,000
provided that no more than $12,500 in total will be paid in relation to Business
Overdrafts.

* Where the Business Loan is a NAB Finance Lease, NAB Hire Purchase, NAB Equipment
Loan or NAB Novated Lease, the approved limit, for the purpose of calculating commission,
equals the amount financed (that is, the amount used by NAB to calculate the instalments
payable).

Commission Payments – NAB Invoice Finance

1. For NAB Invoice Finance, the commission amount paid, inclusive of GST, will be:

a) An upfront commission, being 0.50% of the face value of the first batch of
Purchased Debts (as defined in NAB Invoice Finance Agreement) excluding
those Purchased Debts that are aged 90 days or more, up to a maximum of
$10,000.

b) A retention commission of 15% of the Purchase Charges collected by NAB

under NAB Invoice Finance Agreement.

Commission Payments – General

1. Commissions will be paid to the Introducer by the 20th of the month for Loans drawn down
(or, in the case of Building in the Course of Erection loans, first drawn down) in the prior
calendar month, except in relation to any NAB Flexiplus Mortgage, NAB Home Equity
Line of Credit, NAB Portfolio Facility, any Business Overdraft, NAB Invoice Finance and
any Business Lending Products with Building Conditions.

2. For any NAB Flexiplus Mortgage, NAB Home Equity Line of Credit, NAB Portfolio
Facility or Business Overdraft, commissions will be paid by the 20th day of the month after
the month in which the facility limit is established.

3. For any NAB Invoice Finance, commissions will be paid in the following manner:

Introducer Agreement – Version 3.0 - 21 -

 NAB.005.039.0027

a) The upfront commission is payable by the 20th day of the month immediately
following that in which the first batch of debts is purchased under the facility.

b) The retention commission is payable monthly in arrears and shall be paid by the 20th
day of the month immediately following the end of the month to which the
commission payment relates.

4. For Business Lending Products with Building Conditions, commissions will be paid by
the 20th day of the month after the month in which the progressive draw down was
made.

5. Commission will be paid in accordance with Clause 6 and this Schedule 3 for the sale of
additional Lending Products identified by NAB as part of the referral at the initial
interview that proceed to draw down within six months of that interview.

6. Where the Introducer refers more than one Applicant to NAB and they jointly obtain
any Lending Product as a result of the referral, only one commission amount will be
paid in respect of each Lending Product that they obtain.

7. NAB will make payment of commission to the Introducer to a nominated bank account
in accordance with the Introducer’s payment instructions.

NAB may not pay the Introducer a commission:

1. In relation to a Business Lending Product, where the Applicant has an existing loan with
NAB secured by a mortgage over residential property.

2. Where NAB determines, in its absolute discretion that the Applicant had a NAB
Business Banking Relationship Manager at the time the Applicant was referred to NAB
by the Introducer.

3. Where the Applicant does not draw down or establish a Lending Product with NAB.

4. Where the Applicant specifically requests that Introducer is not to receive a commission.

5. Where the Introducer, in referring the Applicant to NAB, has failed to comply with this
agreement, or with a requirement advised to the Introducer by NAB in accordance with
this agreement.

Reporting

In respect of each month in which a Loan is drawn down, NAB may provide an advice to Introducer
detailing:

 the aggregate of Loans drawn down during the relevant month and the aggregate
commission payable under this schedule in respect of those Loans; and

 the following information in respect of each Applicant who has drawn down a Loan
during the relevant month:

 the name of the Applicant;

 the loan product type; and

 the commission payable under this schedule in respect of that Applicant’s Loan.

Introducer Agreement – Version 3.0 - 22 -

 NAB.005.039.0028

Schedule 4 (Recipient Created Tax Invoice

Agreement)
1. There is a general obligation on suppliers to provide tax invoices to recipients when
requested. However, the GST1 legislation also provides for recipients of supplies to
issue tax invoices in certain specified situations (“Recipient Created Tax Invoice”
or “RCTI”).

Subject to the following paragraphs, if:

 the Introducer is liable to pay GST on a supply made by the Introducer to

NAB under this agreement; and

 GST has not been taken into account when determining the consideration
payable for the supply;

then NAB agrees to pay the Introducer an additional amount equal to the
consideration payable for the part of the supply, which is a taxable supply, multiplied
by the prevailing GST rate. However, NAB will not be required to pay any amount of
GST to the Introducer unless the Introducer has issued a Tax Invoice or NAB has
issued a RCTI.

Likewise, if NAB makes any taxable supply to the Introducer under this agreement,
the Introducer agrees to pay NAB an additional amount equal to the consideration
payable for the taxable supply multiplied by the prevailing GST rate. NAB will issue
the Introducer a Tax Invoice in respect of any taxable supply made by NAB to the
Introducer under this agreement.

2. If the GST amount payable by NAB to the Introducer in respect of any supply made
under the arrangement differs from the amount of GST payable by the Introducer in
respect of the relevant supply, the amount payable by NAB to the Introducer will be
adjusted accordingly. The Introducer will not be entitled to recover from NAB any
amount of GST which the Introducer has paid or is liable to pay, in relation to or in
connection with any supply made by the Introducer to a third party.

3. For the purpose of satisfying the requirements of the GST legislation and any
additional requirements as determined by the Commissioner of Taxation from time to
time, the Introducer agrees that:

 NAB can issue RCTI's in respect of supplies by the Introducer to NAB under
this agreement;

 the Introducer will not issue any Tax Invoices in respect of those supplies;

 unless NAB notifies the Introducer to the contrary, NAB will issue RCTI’s to
the Introducer in respect of all supplies made by the Introducer to NAB under
this agreement;

Introducer Agreement – Version 3.0 - 23 -

 NAB.005.039.0029

 the Introducer warrants that the Introducer is registered for GST and has
notified its ABN1 details to NAB

 the Introducer must notify NAB immediately the Introducer ceases to be

registered for GST purposes or the Introducer becomes aware of any reason
why its registration may be cancelled;

 NAB warrants that:

o NAB is registered for GST purposes as at the date of this agreement;

and

o the GST registration and ABN number of NAB is 12 004 044 937;
and

o NAB meets the requirements set out in GSTR2000/10 for issuing

RCTI’s.

NAB will notify the Introducer immediately NAB ceases to be registered for GST
purposes or NAB becomes aware of any reason why its registration may be cancelled or
it ceases to satisfy any of the requirements of public ruling GSTR2000/10.

Introducer Agreement – Version 3.0 - 24 -