BETWEEN

NORTHERN TERRITORY MAJOR EVENTS COMPANY PTY LTD

AND

SUPPLIER

MERCHANDISE SUPPLY AGREEMENT

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TABLE OF CONTENTS

1. BACKGROUND ...................................................................................................................................................... 3

2. DEFINITIONS AND INTERPRETATION ............................................................................................................ 3

3. GRANT OF RIGHTS & NTMEC OBLIGATIONS ............................................................................................... 5

4. SUPPLIER’S OBLIGATIONS ................................................................................................................................. 6

5. INTELLECTUAL PROPERTY & USE OF GAMES PROPERTY ....................................................................... 6

6. BUY LOCAL REQUIREMENTS ............................................................................................................................ 7

7. RECORDS AND REPORTING .............................................................................................................................. 8

8. PRODUCT CLAIMS AND LIABILITY REGIME .................................................................................................. 8

9. INSURANCE ARRANGEMENTS .......................................................................................................................... 9

10. CONFIDENTIALITY AND COMMUNICATIONS ....................................................................................... 10

11. BREACH AND TERMINATION ...................................................................................................................... 10

12. CONSEQUENCES OF TERMINATION ......................................................................................................... 11

13. DISPUTE RESOLUTION .................................................................................................................................. 11

14. NOTICE ............................................................................................................................................................... 12

15. COOPERATION................................................................................................................................................. 12

16. GENERAL ............................................................................................................................................................ 12

SCHEDULE 1: SERVICES SPECIFICATION ............................................................................................................ 15

SCHEDULE 2: PRODUCT REQUIREMENTS ......................................................................................................... 16

SCHEDULE 3: MINIMUM GUARANTEE AND ROYALTIES ............................................................................... 17

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BETWEEN NORTHERN TERRITORY MAJOR EVENTS COMPANY PTY LTD, ABN 22 085 961 520of 16 Bennett Street Darwin, NT 0800 (NTMEC)

AND [INSERT SUCCESSFUL SUPPLIER NAME AND ABN] of [INSERT ADDRESS] (Supplier) 1. BACKGROUND

1.1 NTMEC is a government owned major events company tasked with the attraction of major sporting and cultural events (including the Games) that provide substantial economic and social benefits to the Northern Territory.

1.2 Supplier is a merchandise supply company.

1.3 This Agreement is the terms on which Supplier will deliver the Services for NTMEC.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement: Confidential Information of a party means the following information in any form:

(a) all confidential information, including trade secrets, confidential know-how, customer and

supplier information, market research and strategies and research and development information from time to time;

(b) of which the other party becomes aware, both before and after the day this Agreement is executed.

Confidential Information of NTMEC includes the Schedules and information concerning the Games before it is made public.

Deliverables means anything created or generated by or on behalf of Supplier (whether on its own or with NTMEC or its other contractors) in the course of supplying Services under this Agreement, including all data, documents, designs, works, including models, drawings and photographs, and materials and Reports. Designated Channel means the channels within which Supplier and Licensees are permitted to supply and sell Licensed Products, as specified in Item 1.3 of Schedule 1 (Services Specification).

Dispute means a dispute arising out of or relating to this Agreement, including a dispute about the breach, termination, validity or subject matter of this Agreement, or a claim in equity or in tort relating to the performance or non-performance of this Agreement. Equipment means any property, equipment, signage or goods brought onto a Venue by or on behalf of Supplier. Games means the Arafura Games to be staged in Darwin, Northern Territory between 26th April and 4th May 2019, including all Sports competitions, opening and closing celebrations and official events and functions. Games Property means the NTMEC and Games names and logos and the Mascot.

Insolvency Event affecting a person means:

(a) the person disposes of all or substantially all of its assets, operations or business (other than

a voluntary liquidation for the purpose of amalgamation or reconstruction if the new company assumes all of the person’s legal obligations);

(b) any step is taken to enter into any arrangement between the person and its creditors; (c) the person ceases to be able to pay its debts as they become due;

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(d) the person ceases to carry on business; (e) any step is taken by a mortgagee to enter into possession or dispose of the whole or any part

of the person’s assets or business; or (f) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a

liquidator, a provisional liquidator or other like person of the whole or any party of the person’s assets or business.

Intellectual Property Rights means all intellectual property rights, including:

(c) patents, copyright, rights in circuit layouts, registered designs, trade marks and the right to

have confidential information kept confidential; and (d) any application or right to apply for registration of any of those rights. Licensed Product means a merchandise or licensing product within agreed product categories produced by Supplier or Licensee that bears Games Property. Licensee means any licensee appointed by Supplier to produce and/or sell Licensed Product. Mascot means the official Games mascot. Official Partners mean the holders of broadcast, digital or media rights, official sponsors and suppliers, and any other entity to which NTMEC grants from time to time any sponsorship, advertising, promotional or marketing rights in relation to the Games. Personnel means any personnel engaged by Supplier to deliver the Services. Premiums means items of merchandise bearing Games Property and the name or logo of an Official Partner, which are to be given away free of charge or sold at subsidised prices for the purpose only of advertising or promoting that Official Partner or its association with the Games. Reports mean the regular reports to be provided by Supplier to NTMEC as specified in clause 6 (Records and Reporting). Royalty means the fee payable by Supplier to NTMEC for each Licensed Product sold, as specified in Item 1.1 of Schedule 3 (Minimum Guarantee and Royalties). Rules and Regulations mean the rules and regulations of the Games as developed, implemented and amended by NTMEC from time to time. Services means the services Supplier has supplied, is supplying and will supply under this Agreement, as specified in Item 1.1 of Schedule 1 (Services Specification), including the procurement of Licensees, the production and sale of Licensed Product and supply of any Personnel or Equipment.

Sports mean the 17 sports participating in the Games that has a signed Sports Partnership Agreement with NTMEC. Style Guide mean NTMEC’s graphic standards and guidelines in relation to the use and reproduction of the Games Property as provided to Supplier from time to time.

Term means the term of this Agreement starting from the date it is signed by both parties and expiring 30 days after the Games, unless it is terminated earlier in accordance with clause 11 (Breach and Termination).

Venue means any venue, arena or site where the Games or a Sport will be staged. Workforce Product means the product to be supplied to NTMEC, as specified in Schedule 2 (Product Requirements).

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2.2 In this Agreement:

(a) any use of the word ‘includes’ or words such as ‘for example’ or ‘such’ do not limit anything else that is included in general speech;

(b) any reference to ‘$’ or ‘dollars’ is to Australian dollars; (c) a reference to this Agreement or any other incorporated document includes a reference to

this Agreement and those incorporated documents as amended or replaced from time to time; (d) unless the context otherwise requires, words importing the singular include the plural and

vice versa, words importing the masculine gender include the feminine and neuter and vice versa; and

(e) ‘day’ means a day when the offices of NTMEC are ordinarily open for business.

2.3 If there is any inconsistency between a term of this Agreement and a term or terms of a Schedule, the term of this Agreement governs to the extent of that inconsistency.

2.4 If Supplier needs to obtain an approval, consent or any other form of agreement form NTMEC (Approval), NTMEC may give or withhold that Approval in its absolute discretion or give an Approval subject to such conditions (including the payment of fees or costs) as it sees fit. Any Approval must be in writing unless otherwise specified in this Agreement. If this Agreement provides that an Approval is not to be unreasonably withheld, NTMEC is entitled to take into account its liabilities and obligations under any binding agreements, at general law or otherwise

2.5 NTMEC will interpret all terms of this Agreement and any other Rules and Regulations passed by

NTMEC from time to time and any such interpretation will be final and binding on every person. 3. GRANT OF RIGHTS & NTMEC OBLIGATIONS

3.1 NTMEC grants Supplier the exclusive right for the Term on the terms of this Agreement to:

(a) design, produce and promote Licensed Product; (b) distribute and sell Licensed Product through the Designated Channels; (c) appoint Licensees, to design, produce and/or sell Licensed Product; and (d) supply the Services and procure the VIK Product.

3.2 The rights granted to Supplier under clause 3.1 represent the entire extent of the rights granted to it. All other rights to, and means of exploitation of, the Games are reserved to NTMEC and NTMEC is free to exploit or to permit others to exploit such rights in any manner and by any means whatsoever as it may determine.

3.3 NTMEC must: (a) organise, manage and promote the Games; (b) provide Supplier with the Games Property and Brand Identity Guidelines from time to time; (c) facilitate free of charge access to the Venues to enable it to sell Licensed Product during the

Games, including access to a reasonable number of accreditations; (d) facilitate an introduction between Supplier and:

(i) Official Partners to enable them to source Premiums wherever possible and appropriate; and

(ii) Sports to enable them to produce Sports-specific Licensed Product; and (e) notify Supplier of any information, advice or other communication received by NTMEC that

threatens, or may affect to a material degree, Supplier’s ability to supply Services.

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4. SUPPLIER’S OBLIGATIONS

4.1 Supplier must:

(a) procure the VIK Product; (b) ensure there is a sufficient range and quantity of Licensed Product for the Games; (c) develop a marketing plan detailing its implementation and sale strategy; (d) supply Services to NTMEC in accordance with Schedule 1, including with any timeframes and

due dates and any reasonable directions given by NTMEC from time to time within the scope of this Agreement;

(e) pay the Minimum Guarantee and Royalty payments to NTMEC in accordance with Schedule 3;

(f) take all necessary actions to ensure that all Licensed Products it promotes or advertises in conjunction with the Games Property are of the highest quality standards and meets any requirements of applicable law; and

(g) provide a turn key licensing representation service through the management, co-ordination and monitoring of any appointed licensees.

4.2 Supplier may appoint Licensees to produce and sell Licensed Product. If so, Supplier:

(a) has sole responsibility for exploiting the licensing rights and for negotiating Product Licence

Agreements with Licensees; (b) must ensure each Licensee complies with the terms of its Product Licence Agreement,

including the payment of Royalties, approval of Licensed Products and use of Games Property;

(c) is liable to NTMEC for the acts and omissions of its Licensees; and (d) must manage the relationship with Licensees and where possible ensure Licensees do not

contact NTMEC direct. 4.3 Supplier must, and must ensure Licensees,:

(a) supply Licensed Product and Services with due care and skill, and without negligence; (b) ensure Equipment is safe and secure and is free from defects in materials, design,

workmanship and installation; (c) engage sufficient numbers of suitably qualified and experienced Personnel to efficiently

manage and administer Supplier's rights and obligations under this Agreement; (d) do not bring NT Government, NTMEC or the Games into disrepute; (e) obtain and maintain all rights, consents, authorisations and clearances necessary to comply

with this Agreement; (f) comply with all applicable laws and Rules and Regulations, including any terms of access to a

Venue and accreditation terms; (g) liaise with and co-operate with NTMEC contractors, agents and employees where required,

including Sports, Venues and Official Partners.

4.4 Supplier acknowledges that, given the nature of the Games, time is of the essence in the delivery of Services and that a failure to deliver Services by the specified due dates or in accordance with specified service levels would amount to a breach of a material term of this Agreement.

5. INTELLECTUAL PROPERTY & USE OF GAMES PROPERTY

5.1 Supplier: (a) presently assigns all existing and future Intellectual Property Rights in Deliverables to

NTMEC; (b) warrants that in supplying Services and Deliverables, it will not infringe the Intellectual

Property Rights or moral rights of any person;

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(c) for itself and on behalf of its employees and contractors, in relation to any moral rights any of them may have in relation to Deliverables, consents to NTMEC performing all acts necessary or desirable to enable them to manage the merchandise program and to not attributing any of them as authors of Deliverables; and

(d) must, on request by NTMEC from time to time, supply to NTMEC one copy of the Deliverables in their then current state.

5.2 NTMEC: (a) owns and retains all right, title and interest in the Games, including all commercial rights and

the Games Property. Supplier acknowledges that this Agreement does not confer on Supplier any interest in any Intellectual Property Rights relating to or associated with the Games;

(b) grants Supplier a non-transferable, non-exclusive royalty free licence to use and reproduce the Games Property only to supply the Services and promote the Games during the Term in accordance with this Agreement; and

(c) warrants that no Intellectual Property Rights (including moral rights) of any person will be infringed by Supplier’s use of Games Property.

5.3 Supplier:

(a) must not use, or allow others to use, the Games Property without NTMEC’s prior written consent;

(b) must use the Games Property as provided (including any naming rights partner) and only in accordance with NTMEC’s consent and the Style Guide;

(c) must not have any third party name, logo or any other mark affixed to or as a part of promotions that display the Games Property, without the prior written consent of NTMEC and other than in accordance with this clause; and

(d) will not challenge, apply for trade mark or take any steps that may prejudice NTMEC’s ownership of Games Property, including by objecting to NTMEC’s registrations.

5.4 Supplier must submit to NTMEC for its prior written approval, complete and accurate

representations of the final form samples of any proposed use of the Games Property on or in connection with Licensed Products or their packaging in each case at least 20 business days prior to production, including pre-production samples and artwork. NTMEC will use its best efforts to respond within 10 business days of receipt of such representations or samples. Supplier must not release any such proposed use of the Games Property without the express written approval of NTMEC.

5.5 If Supplier distributes a Licensed Product otherwise uses the Games Property without NTMEC’s prior written approval, then without prejudice to any other remedy of NTMEC, Supplier must remove from circulation any such materials and discontinue any further use immediately on receipt of written notice from NTMEC and provide evidence to the satisfaction of NTMEC that it has done so.

5.6 Supplier must not have a trade name, logo or other mark, denoting or identifying a third party person affixed to or as a part of Licensed Products or packaging that bears the Games Property. If applicable laws require the inclusion of the identification of a third party on such Product or packaging, the size of such identification must not exceed that which is strictly necessary to comply with such applicable laws.

5.7 Supplier must not engage in any promotional activity that in NTMEC’s reasonable opinion could be regarded as ambushing the exclusive rights of any Official Partner.

6. BUY LOCAL REQUIREMENTS

6.1 Supplier acknowledges NTMEC’s:

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(a) commitment to the development of business and industry in the Northern Territory; and (b) support for Territory enterprises.

6.2 Supplier must, except in those cases where it can reasonably demonstrate to NTMEC that it is

impractical for commercial, technical or other reasons: (a) use labour, including apprentices and trainees and Indigenous labour, available within the

Northern Territory; and (b) use the services located and obtain supplies/material available within the Northern Territory.

7. RECORDS AND REPORTING

7.1 Each party: (a) acknowledges there will be many persons involved in organising and staging the Games and

agree to cooperate and liaise with each other and other persons in order to deliver a safe and successful Games; and

(b) agrees to meet as often is reasonably necessary in order to achieve the goals and objectives of this Agreement.

7.2 Supplier must notify NTMEC after becoming aware of anything that is likely to or will result in a

delay in supply of any part of the Services specifying:

(a) the nature and status of the problem; (b) the steps being taken to minimise the impact of the problem; and (c) whether the problem is caused by something outside Supplier’s reasonable control.

7.3 Supplier must maintain books of account and financial records covering all transactions relating to the exercise of its rights, and the discharge of its obligations, under this Agreement and any other records in sufficient detail to enable its compliance with this Agreement to be verified throughout the Term and for at least six (6) years after the expiry or termination of this Agreement.

7.4 During this Agreement and for 6 months after termination of this Agreement, NTMEC or its

authorised representatives may enter Supplier’s premises during regular business hours by giving notice to Supplier (by phone, mail or facsimile), to do any of the following: (a) examine and copy Records; (b) conduct an audit; and (c) ascertain Supplier’s compliance with its obligations under this Agreement.

7.5 Any audit will be at NTMEC’s expense, except that if an audit establishes a deficiency of more than

3% between the amount found to be due to NTMEC and the amount actually paid and reported, the cost of the audit shall be paid by Supplier together with the amount of the deficiency plus interest (calculated in accordance with Schedule 3) from the due date therefore until payment in full.

7.6 Within 14 days of the end of the Games, Supplier must submit to NTMEC a full and accurate Royalty statement showing all information relating to the Licensed Products sold.

8. PRODUCT CLAIMS AND LIABILITY REGIME

8.1 Supplier shall indemnify, defend and hold NTMEC harmless against any and all losses, damages, liabilities, penalties, fines and expenses (including reasonable legal expenses) resulting from any Product Claim by any third party (including any governmental authority). For the purposes of this clause, Product Claim means any claim against NTMEC resulting from or arising out of the manufacture, production, distribution, handling, advertising, branding, supply, marketing, consumption or use of, or otherwise relating to, Licensed Products, whether or not such claim arises

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during the Term. The prior approval by NTMEC of any use of the Games Property relates only to approval of the use of the Games Property and not approval of any Licensed Product and does not affect this right of indemnification.

8.2 Supplier indemnifies NTMEC against all losses, damages, expenses and costs (on a full indemnity basis) that NTMEC may sustain or incur as a result, whether directly or indirectly, of: (a) a breach of this Agreement by Supplier or a Licensee; (b) the negligence of Supplier or a Licensee, or their respective employees and contractors in

relation to this Agreement; or (c) claims by any person against NTMEC in respect of personal injury or death, or loss of or

damage to property, except to the extent caused by an act or default of NTMEC or its employees.

8.3 Nothing in this Agreement shall exclude or restrict any party’s liability for death or personal injuries or property damage resulting from the negligence of that party or of its contractors or employees while acting pursuant to this Agreement.

8.4 To the maximum extent permitted by law, each party (first party) excludes all liability to the other party arising out of or in any way related to this Agreement for consequential or indirect losses and damages even if the first party knew they were possible or they were otherwise foreseeable, including lost profits and loss of revenue, income or production.

8.5 NTMEC’s maximum aggregate liability in contract, tort, or otherwise (including any liability for any negligent act or omission) howsoever arising out of or in connection with this Agreement shall be limited to a sum equal to the amount of Royalties actually received from Supplier in the preceding 12-month period.

8.6 Supplier agrees not to bring any claim or proceeding against NTMEC for any damage, loss, injury or liability Supplier may suffer in performing the Services. Except for liability that by law cannot be excluded, NTMEC excludes all liability to Supplier in tort (including negligence), contract or bailment for acts or omissions of NTMEC, Clubs or their employees arising out of or in relation to the Services, accessing Venues or this Agreement.

9. INSURANCE ARRANGEMENTS

9.1 Supplier must:

(a) obtain and maintain adequate insurance of types and levels satisfactory to NTMEC (including professional indemnity) to cover its obligations under this Agreement;

(b) obtain and maintain all workers’ compensation insurance required by law; (c) ensure its Licensees and subcontractors have sufficient appropriate insurance to satisfy their

obligations arising out of or in relation to this Agreement; and (d) provide, on NTMEC’s request, evidence satisfactory to NTMEC of the existence, currency

and contents of the insurance specified in this clause and promptly notify NTMEC of any material changes to Supplier’s insurance.

9.2 Supplier must, as soon as practicable, inform NTMEC in writing of any occurrence that may give rise

to a claim under a policy of insurance required by clause 9.1, and must keep NTMEC informed of all subsequent developments.

9.3 NTMEC has no obligation to take out or maintain insurance cover in respect of the cancellation, partial cancellation, postponement, abandonment, relocation or curtailment of the Games or any Sport. Supplier bears such risk and has no claim for any refund, reduction or apportionment of any Minimum Guarantee or Royalty payments as a result of a force majeure event.

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9.4 Supplier must at its expense carry adequate product liability and comprehensive general liability insurance covering Licensed Products in accordance with reasonable industry practices. Such insurance policy shall name NTMEC as co-insured with Supplier and must remain in effect throughout the Term and for a period of 6 years following expiry or termination of the Term.

10. CONFIDENTIALITY AND COMMUNICATIONS

10.1 Supplier acknowledges that Confidential Information of NTMEC, and in particular information about the Games, is of great value and importance to the Northern Territory Government and NTMEC such that the unauthorised use, disclosure or duplication of it would result in significant harm to the Northern Territory Government.

10.2 Each party:

(a) may use Confidential Information of the other party solely for the purposes of this Agreement; (b) except as permitted under clause 10.2(c), must keep confidential all Confidential Information

of the other party; (c) may disclose Confidential Information of the other party only:

(i) to employees who: (A) are aware and agree in writing that the Confidential Information of the other

party must be kept confidential; and (B) either have a need to know (and only to the extent that each has a need to know),

or have been specifically approved by the other party; or (ii) as required by law or stock exchange regulation.

10.3 Even though information is the Confidential Information of a party, the other party is not obliged to

comply with clause 10.2 in relation to that Confidential Information if:

(a) the Confidential Information becomes public knowledge during this Agreement; or (b) the other party became aware of that Confidential Information from a third person, in circumstances where there was no breach of any obligation of confidence.

10.4 NTMEC must approve all media releases relating to the Games or this Agreement. Accordingly,

NTMEC and Supplier must first consult with each other to agree on the wording and timing of all media releases in relation to the announcement of this Agreement and the ongoing operation or termination of this Agreement.

11. BREACH AND TERMINATION

11.1 This Agreement starts on the date it is signed by both parties and continues for the Term, unless it is terminated earlier in accordance with this clause 11.

11.2 If Supplier defaults in fully and punctually performing any obligation contained or implied in this Agreement, NTMEC may, without prejudice to any right, do all things necessary or desirable in NTMEC’s opinion to make good or attempt to make good that default to the satisfaction of NTMEC at Supplier’s cost.

11.3 Either party may terminate this Agreement with immediate effect by giving notice to the other party if:

(a) that other party breaches any material term of this Agreement not capable of remedy; (b) that other party breaches any material term of this Agreement capable of remedy and fails to

remedy the breach within 14 days after receiving notice requiring it to do so. However, Supplier is required to remedy such breach within 3 business days if so called on in writing by NTMEC within 30 days of the opening day of the Games;

(c) that other party repeatedly or persistently breaches any term of this Agreement; or (d) an Insolvency Event happens to that other party (whether or not notified).

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11.4 Each party must notify the other party immediately if an Insolvency Event affecting it happens. 11.5 NTMEC may terminate this Agreement with immediate effect if the Northern Territory Government

directs the termination of this Agreement and Supplier has no entitlement to compensation and NTMEC has no liability to Supplier.

12. CONSEQUENCES OF TERMINATION

12.1 If this Agreement is terminated for any reason or expires:

(a) all of the rights and opportunities granted by NTMEC under this Agreement, including licensing rights, will automatically terminate and revert to NTMEC without further formality and NTMEC may deal with such rights as it deems fit;

(b) subject to clause 12.2, Supplier must, and must ensure each Licensee, immediately ceases: (i) to use or reproduce Games Property; (ii) to refer, directly or indirectly, to the Games; and (iii) the production, advertisement or distribution of Licensed Products;

(c) Supplier must provide NTMEC with a final set of financial records, including a final royalty statement; and

(d) Supplier must promptly pay all outstanding Minimum Guarantee and Royalty payments to NTMEC.

12.2 Licensees may dispose of Licensed Products from inventory on hand as at the date of expiration or

termination of this Agreement, but only in the normal course of business for a period of 90 days, provided that: (a) the Minimum Guarantee and Royalty payments have been paid to NTMEC; (b) Licensee has complied, and continues to comply, with this Agreement and the Product

Licence Agreement in all other material respects, including the payment of Royalties; (c) Licensee must continue to pay Royalties on such sales in the 90-day period.

12.3 At any time after termination of this Agreement a party must not:

(a) use or disclose to any person any Confidential Information of the other party; (b) record any Confidential Information of the other party into any form (including machine

readable form); or (c) sell or otherwise transfer any Confidential Information of the other party.

12.4 Termination of this Agreement does not affect any accrued right or liability of either party. 12.5 This and clause 8 (Product Claims and Liability Regime), clause 9 (Insurance Arrangements), clause

10 (Confidentiality and Communications), clause 12 (Consequences of Termination), clause 13 (Dispute Resolution) and each other clause required to make these clauses effective continue to bind the parties after termination of this Agreement for any reason.

13. DISPUTE RESOLUTION

13.1 Neither party may start arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a Dispute unless it has first complied with this clause.

13.2 A party claiming that a Dispute has arisen must notify the other party. 13.3 Within 5 business days after a notice is given under clause 13.2 each party must nominate in writing

to the other party a representative authorised to settle the Dispute on its behalf.

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13.4 During a thirty (30) day period after a notice is given under clause 13.2 (or if the parties agree a longer period, that longer period) each party’s nominee must use his or her best efforts to resolve the Dispute.

13.5 If the Dispute is not resolved within that time, the Dispute must be referred for resolution with a

five day period to the CEO of each party. 14. NOTICE

14.1 A party notifying or giving notice under this Agreement must notify:

(a) in writing; (b) addressed to the address of the recipient specified on the first page of this Agreement or as

varied by notice given in accordance with this clause; and (c) left at or sent by post, facsimile or email to the address provided.

14.2 A notice given in accordance with clause 14.1 will be deemed received:

(a) if delivered by hand to the recipient’s address, on the date of delivery, as long as delivery is acknowledged in writing by the recipient;

(b) if sent by post, 3 days after the posting; (c) if sent by facsimile on a working day at the recipient’s, on the date of transmission, or if sent

on a non-working day at the recipient’s, on the next working day (in both cases as long as the sender’s facsimile machine records a successful transmission); and

(d) if sent by email, on the day and at the time shown in the sender's transmission report. 15. COOPERATION

Each party must do or cause to be done all acts and things necessary or desirable to give effect to, and refrain from doing all acts and things that could hinder performance by any party of, this Agreement.

16. GENERAL

16.1 This Agreement:

(a) may be varied only by a document signed by both parties; (b) and the interpretation, construction and effect this Agreement, is governed in all respects by

the laws applicable in the Northern Territory and each party submits to the exclusive jurisdiction of the Northern Territory courts;

(c) is the entire agreement between the parties as to its subject matter; (d) in relation to that subject matter, supersedes any prior understanding, representation or

agreement between the parties; and (e) does not create a relationship of employer and employee, principal and agent, or partnership

between NTMEC and Supplier.

16.2 Any term in this Agreement that is either wholly or partly unenforceable will be severed to the extent necessary to make the relevant term of this Agreement enforceable.

16.3 The failure by any party at any time to enforce any of its powers, remedies or rights under this Agreement will not constitute a waiver of, or affect that party’s rights to enforce, those powers, remedies or rights at any time.

16.4 Supplier warrants that it has not entered into this Agreement in reliance on any information, statement, representation, warranty, condition, promise or undertaking, whether express, implied or arising from conduct (including conduct by silence or omission) made or given in the course of

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tendering, negotiations or otherwise (representation), except to the extent that the representation is repeated in the express terms of this Agreement.

16.5 If during the Term, NTMEC wants to negotiate a material change to the terms of this Agreement, the Supplier agrees that it will discuss the requested change with NTMEC and negotiate in good faith for a reasonable period in the circumstances, to agree an acceptable change.

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Executed as an agreement on

SIGNED by ………………………………. as Authorised Representative for NORTHERN TERRIROTY MAJOR EVENTS COMPANY PTY LTD in the presence of: By executing this Agreement, the signatory Signature of Witness warrants that the signatory is duly authorised to

execute this Agreement on behalf of NTMEC

(Print) Name of Witness

SIGNED by………………………… as Authorised Representative for in the presence of: By executing this Agreement, the signatory

Signature of Witness warrants that the signatory is duly authorised to execute this Agreement on behalf of Supplier

(Print) Name of Witness

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SCHEDULE 1: SERVICES SPECIFICATION

Services

[Note: as specified in the RFP but to be completed based on successful proposal]

Product Category [Note: as specified in the RFP but to be completed based on successful proposal. Desire for shirts, singlets, caps, water bottles, and the mascot]

Designated Channels [Note: as specified in the RFP but to be completed based on successful proposal. Desire for Opening & Closing Celebrations, Darwin Waterfront Precinct, Marrara Sporting Complex, CBD, and online]

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SCHEDULE 2: PRODUCT REQUIREMENTS

1.1 Volunteer Product Requirements [Note: requirements as specified in the RFP but to be completed based on successful proposal]

Technical Official Product Requirements [Note: requirements as specified in the RFP but to be completed based on successful proposal]

VIK Product [Note: insert and VIK commitment from successful proposal]

NTMEC Product Requirements Additional product to be available to NTMEC for purchase at wholesale prices.

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SCHEDULE 3: MINIMUM GUARANTEE AND ROYALTIES

1.1 Minimum Guarantee and Royalty Payments

[Note: to be completed based on successful proposal]

1.2 Payment Terms The Minimum Guarantee and Royalties must be paid by transfer into the following bank account or another bank account as instructed by NTMEC in writing:

Any and all payments and contributions to be made under this Agreement by Supplier to NTMEC must be made in freely transferable AUS dollars free and clear of, and without deduction or liability for, any and all taxes (including GST), set-offs, deductions and/or withholdings of whatsoever nature which may be applicable in respect of such payment. All amounts payable hereunder that are not paid on the due date shall bear interest at the rate of three percent (3%) prorated on a daily basis. The payment of such interest shall be in addition to and not in substitution of any and all other remedies available to NTMEC in respect of non-payment.

1.3 Costs and expenses Supplier is solely responsible for all costs and expenses in connection with its implementation or other exploitation of the rights granted to it, and the performance of all of its obligations, pursuant to this Agreement and the obtaining of any necessary authorisations, licences or permissions.

1.4 No Set off, Deduction or Counterclaim Supplier's obligations under this Agreement must be performed without any right of Supplier to invoke set off, deductions, counterclaims or other similar analogous rights.