Memorandum of Understanding between UniSamColes Limited and the Director-General of Conservation

This Memorandum of Understanding outlines the collaboration between UniSamColes Limited, Unilever Australasia, Samsung Electronics Australia Pty Limited, and Coles Supermarkets Australia Pty Limited, and the Department of Conservation Te Papa Atawhai for conservation projects in New Zealand. The purpose of the collaboration is to maximize the market share of the collaborating companies in Australia while achieving greater conservation outcomes through the efforts of others. The objectives of the collaboration are to gain higher competitive advantages and generate higher profits.

BETWEEN[Enter name of other
party]
,And
the DIRECTOR-
GENERAL OF
CONSERVATION
(“the Director-General”)

MEMORANDUM
OF
UNDERSTANDIN
G
Between the
UniSamColes Limited, Australia, referred to as ‘the company’ in the document
And the
DIRECTOR-GENERAL OF CONSERVATION
("the Director-General")
DATED: [Insert
date]
INTRODUCTION
The role of the Department of Conservation Te Papa Atawhai
The Department of Conservation ("Department") Te Papa Atawhai is responsible for
managing and promoting conservation of the natural and historic heritage of New
Zealand on behalf of, and for the benefit of, present and future New Zealanders.
The Department’s operating model aims to achieve greater conservation outcomes
through the efforts of others. This will see us placing greater emphasis on
collaboration and relationship- building with existing and new ‘partners’, making it
easier for others to get involved and work with us, for us to share expertise to
enable them to gain the skills and knowledge they need to undertake conservation
work, and to identify new and innovative opportunities to enable more New
Zealanders to connect with, experience and learn about nature and heritage, and to
participate in and contribute to conservation in various ways.
The Department will be working with iwi as its primary partners, and recognises
that it has a particular responsibility under section 4 of the Conservation Act to
interpret and administer the Act so as to give effect to the principles of the Treaty of

Waitangi in the Department’s work. This involves the building and supporting of
effective conservation partnerships with tangata whenua at the local, regional and
national level.
Memorandum of Understanding 2

The role of UniSamColes Limited would be a collaboration between Unilever Australasia,
Samsung Electronics Australia Pty Limited and Coles Supermarkets Australia Pty
Limited. The company would be listed on the ASX. The company would be a retail
chain based in Sydney. The purpose of the company would be maximizing the market
share of the collaborating companies in Australia. The objectives of the collaboration
would be gaining higher competitive advantages and generate higher profits.
[Provide a high-level description of the organisation, its purpose and objectives,
matching the previous section describing the role of DOC]
This agreement is signed by the following on behalf of their respective organisations.
……………………………………………………
…………….
SIGNED on behalf of the Director-
General of Conservation by [insert name
- DELETE TEXT] acting under delegated
authority:
To be filled
……………………………………………………
………… Witness signature
Witness name [insert name - DELETE
TEXT] Witness occupation [insert
occupation - DELETE TEXT]
Witness address [insert address -
DELETE TEXT]
A copy of the instrument of delegation
may be inspected at the Director-
General’s office.
………………………………………………………
…………
SIGNED by Director on behalf of Unilever
Australasia
To be filled
……………………………………………………
…………….. Witness signature
Witness name [insert name - DELETE
TEXT] Witness occupation
[insert occupation -
DELETE TEXT]
Witness address [insert address -
DELETE TEXT]

Memorandum of Understanding 3

4Memorandum of
Understanding
SCHEDULE 1
1. Background
2. The role of UniSamColes Limited would be a collaboration between Unilever
Australasia, Samsung Electronics Australia Pty Limited and Coles
Supermarkets Australia Pty Limited. The company would be listed on the ASX.
The company would be a retail chain based in Sydney. The purpose of the
company would be maximizing the market share of the collaborating companies
in Australia. The objectives of the collaboration would be gaining higher
competitive advantages and generate higher profits.
3.
4. Purpose
4.1 The purpose of this Memorandum of Understanding (Memorandum) is to
record the principles and objectives that the parties expect to underpin their
ongoing relationship and to describe, in general terms, the conservation
projects that the parties intend to work on jointly at this time, as well as
those they hope to develop in the future.
The purpose of the company would be maximizing the market share of the
collaborating companies in Australia.
5. Parties’ Objectives
The objectives of the collaboration would be gaining higher competitive
advantages and generate higher profits
6. Parties’ Principles
6.1 The parties to the collaboration should operate in the best interests of the
stakeholders
7. Conservation projects
7.1 [Describe the details of the project. Any plans, maps or diagrams included
as appendices should be referred to in this section - DELETE TEXT]
8. Role of party/parties
8.1 The Department of Conservation [Describe what the Department intends to
contribute to the project(s) in terms of resources, technical expertise,
materials, etc, and what the Department will do during the project and who
will be responsible for various tasks - DELETE TEXT]
8.2 The [Insert name of Party - DELETE TEXT] [Describe what the Party
intends to contribute to the project(s) in terms of resources, technical
expertise, materials, etc,

5Memorandum of
Understanding
and what the person/group/organisation will do during the project and who will
be responsible for various tasks - DELETE TEXT]
9. Term
9.1 This Memorandum is effective from [Insert start date - DELETE TEXT] for
a period of [Insert duration of MOU in years/months - DELETE TEXT] and
expires on [Insert end date - DELETE TEXT] (unless during the review
process both parties agree in writing to renew the term of the
Memorandum before its expiry). NA
9.2 Either party may withdraw from the agreement by giving 4 weeks’ written
notice to the other party.
10. Relationship Management and Communication
10.1 The parties nominate the following persons to be contacted if matters arise
that may be of interest to either party.
Director-General’s
representative
[Insert person/group/
organisation name]
[Insert name, role title,
office address, email,
and phone number]
[Insert name, position,
address, email, and
phone number]
10.2 It is the responsibility of these contact people to:
i. Work collaboratively to arrange meetings and reviews
ii. Oversee any milestone reporting requirements as agreed by both
parties
iii. Keep both parties fully informed
iv. Act as a first point of reference between parties and also as
liaison persons for external contacts
v. Communicate between parties on matters that arise that may be
of interest to either party
10.3 If the contact person changes in either organisation, the other party will
be informed of the new contact person and there should be a handover
process so the new person can settle into the role.

6Memorandum of
Understanding
10.4 In the interests of clear communication, any public statements must be
made only after agreement with the other party.
11. Review of the Agreement
11.1 This agreement will be reviewed [it is recommended the agreement is
reviewed at least annually - DELETE TEXT]NA
11.2 The contact person for each party is to arrange the review meetings
to discuss the following:
i. The implementation and progress of the project
ii. Evaluation of whether the parties are achieving the
objectives detailed above in Clause 3
iii. Any difficulties either party is experiencing either in the project
itself or in the parties’ interactions
iv. Any other matters the parties wish to discuss with each other
10 Management agreements and contractual arrangements
10.1 For the avoidance of doubt, the relationship of the parties under this
Memorandum is not one of legal partnership, joint venture or agency.
10.2 Should the parties wish to work together on projects on Public
Conservation Land to achieve the parties’ objectives as set out in clause 3,
they may enter into a management agreement or other contractual
arrangement that will deal with each project. The entering into of any such
agreement or arrangement will be subject to the requirements of relevant
legislation.
10.3 The parties do not intend this Memorandum to be legally binding. However,
the parties expect that legally binding agreements will be separately
negotiated and agreed in the future, as referred to in clause 10.2, as
individual projects are progressed.
11. Health and Safety
11.1 Agreements entered into under clause 10 include health and safety and,
where appropriate, insurance provisions.
12. Confidentiality
12.1 Neither of the parties is to disclose, directly or indirectly, any confidential

7Memorandum of
Understanding
information received from the other party to any third party without written
consent, unless required

8Memorandum of
Understanding
by processes under the Official Information Act 1982, in which case the
Department is to inform the other party prior to disclosure.
13. Intellectual Property and Data Sharing
13.1 All intellectual property brought by each party to the relationship under
this Memorandum remains in the ownership of that party. Ownership and
management of any intellectual property developed in relation to a project
or projects under this Memorandum, or any standards for data
management and protocols for data sharing, are to be dealt with in the
management agreement or other contractual arrangement referred to in
clause 10.
13.2 Use of logos or other corporate identification must be agreed to in writing
by each Party on a case by case basis.
14. Dispute resolution
14.1 Any dispute concerning the subject matter of this document is to be settled
by full and frank discussion and negotiation between the parties.

9Memorandum of
Understanding
SCHEDULE 2: DEFINITIONS AND INTERPRETATION
Agency is a relationship whereby one person is authorised to act for
another.
Confidentiality Confidential information means proprietary scientific, technical
and business information disclosed in the course of the
relationship.
Joint Venture Although not limited to this definition, is an association of
persons for the purposes of a particular trading, commercial
or other financial endeavour with a view to mutual profit.
Partners The relationship of the parties under this memorandum is a
joint working relationship in which the parties, who are
independent bodies, work together as partners and agree,
subject to the terms of this memorandum, to co-operate with
each other in achieving the parties’ objectives.
Partnership has the meaning as set out in, although not limited to, s
4(1) of the Partnerships Act 1908 – the relation which
subsists between persons carrying on business (being a
trade, occupation or professions) in common with a view
to profit.

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Memorandum of
Understanding
Appendix 1
[List and attach any relevant appendices/supporting information. Any
appendices attached here should be discussed and explained in Clause 5:
Conservation Projects of this memorandum - DELETE TEXT]