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Services Agreement: Official Program

T20 World Cup 2020 Ltd(ABN 14 618 113 269)

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T20 World Cup 2020 Ltd © 2018 Commercial in confidence


TABLE OF CONTENTS

1. Definitions and Interpretation................................................................12. Term......................................................................................................13. Services.................................................................................................14. Health and Safety..................................................................................15. Conflicts of Interest................................................................................16. Representatives and Personnel..............................................................17. Access, Accreditation and Security........................................................18. Pricing and Payment of Fees..................................................................19. GST and Other Taxes.............................................................................110. Reports and Information........................................................................111. Intellectual Property...............................................................................112. Sponsorship and Ambush Marketing......................................................113. Equipment and Technology....................................................................114. Co-operation with Other Parties.............................................................115. Media Releases......................................................................................116. Confidentiality........................................................................................117. Privacy...................................................................................................118. Subcontracting.......................................................................................119. Warranties.............................................................................................120. Improper Inducement, Influence and Behaviour....................................121. Insurance...............................................................................................122. Termination............................................................................................123. Cancellation of Tournament...................................................................124. Indemnity...............................................................................................125. Dispute Resolution.................................................................................126. Force Majeure........................................................................................127. Notices...................................................................................................128. Miscellaneous.........................................................................................1Schedule 1 – General Information....................................................................1Schedule 2 – Services.......................................................................................1Schedule 3 – Fees............................................................................................1Schedule 4 – Deed of Confidentiality................................................................1Schedule 5 – Succession Plan...........................................................................1

Commercial in ConfidenceT20 World Cup 2020 Ltd © 2018


Parties1. T20 World Cup 2020 Ltd (ABN 14 618 113 269) of 128 Jolimont Road, Jolimont

VIC 3002 (LOC), the local organising committee for the ICC T20 World Cup in 2020 in Australia (the Tournament).

2. The party whose details are set out in Item 1 of Schedule 1 (Supplier).

RecitalsA. International Cricket Council (ICC) through its commercial arm, ICC Business

Corporation FZ LLC owns all rights to the ICC T20 World Cup 2020 currently scheduled to be held in Australia in 2020.

B. Cricket Australia successfully bid to host the ICC T20 World Cup 2020 and has established LOC to act as the local organising committee for the ICC T20 World Cup 2020.

C. LOC has conducted an extensive request for proposal process and subsequent negotiations in order to identify the service provider.

D. In reliance upon the responses of Supplier to the Request for Proposal and subsequent clarifications and negotiations, LOC has agreed to engage Supplier to supply the Services in accordance with the terms and conditions of this Agreement.

The parties agree as follows:

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:Accreditation means any form of ticket or pass issued by or on behalf of LOC which grants to holder of same a conditional licence to enter certain areas at Venues.Agreement means this agreement including all schedules, annexures, and attachments to it, and any amendments made to it in accordance with the terms of this agreement.Ambush Marketing means marketing, promotional, advertising and public relations activities relating to the Tournament, which are intended to capitalise on the goodwill associated with the Tournament or make unauthorised use of any rights and opportunities relating to the Tournament (including any tickets), but which are undertaken by a person not authorised to do so by ICC or LOC. Australian Cricket means LOC, Cricket Australia and the State and Territory Associations. Bank Guarantee means an irrevocable, unconditional bank guarantee in favour of LOC that is issued by an Australian bank acceptable to LOC to pay on demand (without notice or recourse to the Supplier) the amount set out in Item 11 of Schedule 1, in a form acceptable to LOC.

Commercial in Confidence 1T20 World Cup 2020 Ltd © 2018


Broadcast means any transmission of images, sound or images and sound whether by air, cable, wireless, internet or any other means.Brand Identity Guidelines means ICC’s rules for the reproduction of all Marks, as provided and updated by LOC from time to time.Business Day means a day on which banks are open for general banking business in Melbourne, Victoria (Australia) and not being a Saturday or a Sunday.Commencement Date means the date set out in Item 2 of Schedule 1.Commercial Rights means any and all commercial rights and opportunities in relation to the Tournament, including:(a) advertising, promotion and marketing;(b) Media Rights, including all forms of broadcasting, mobile, radio, internet,

Wifi, IPTV, data and related rights;(c) hospitality, catering, concession and vending rights;(d) ticketing;(e) publication rights, including match programs;(f) film rights;(g) merchandising and licensing rights;(h) pourage rights;(i) supply of services, goods and equipment and other items from Official

Partners, including credit card and payment systems; (j) sponsorship rights, including stadium naming rights; (k) carparking; (l) use of Signage at the venues;(m) event presentation; and(n) travel and/or accommodation packages.Confidential Information means the terms and conditions of this Agreement and any information obtained as a result of the negotiations relating to this Agreement and all information obtained as a result of entering or performing this Agreement that is disclosed by or on behalf of a party that:(a) is by its nature confidential or by the circumstances in which it is disclosed

confidential; or(b) is designated by the disclosing party as confidential or is identified in terms

connoting its confidentiality, and Confidential Information of LOC includes:(i) strategies, projects, policies and business plans;(ii) financial information;(iii) marketing and advertising concepts, plans and materials;(iv) advice; and



(v) drawings, designs, models, plans, trade-marks and logos.Cricket Match means any cricket match forming part of the Tournament, including warm up matches. Deed of Confidentiality means the deed as set out in Schedule 4 or as amended by LOC from time to time.Developed Intellectual Property means Intellectual Property that is discovered, developed or has otherwise come into existence as a result of, for the purposes of, or in connection with the supply of the Services or this Agreement.End Date means the date set out in Item 2 of Schedule 1.Fee means the amount payable by LOC to the Supplier for the supply of the Services, in accordance with the fees set out in Schedule 3.Force Majeure means any cause preventing any party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented, including any strike, lockout or other industrial dispute (except of its own employees or contractors), regulations or acts of Regulatory Authorities, fire, failure or shortage of power supplies, satellite or other communications links or technical failure, abnormally inclement climate conditions, flood, lightning, storm, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, riot, disease, civil commotion or armed conflict, war, terrorist action, breach of security at a Venue, refusal of the authority controlling cricket in any country to send a touring team to Australia to participate in any match, the inability of a team to obtain entry visas or the refusal of a team to play any match or the threat of any of the foregoing.GST means goods and services tax chargeable under the GST Act.GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).ICC means the International Cricket Council is a company limited by guarantee and incorporated in the territory of the British Virgin Islands and is the official international governing body for Cricket responsible to its members for the governing of the sport of cricket in accordance with its constitution, statutes and technical rules and for the sanctioning and staging of certain cricket events, including the Tournament. A reference to ICC includes a reference ICC Business Corporation FZ LLC (IBC). Insolvency Event in relation to a party means anything that reasonably indicates that there is a significant risk of that party being or becoming unable to pay its debts as they fall due. This includes:(a) a meeting of the party’s creditors being called or held;(b) a step being taken to make the party bankrupt or to wind the person up;



(c) the party entering into any type of arrangement with, or assignment for the benefit of all or any of its creditors;

(d) the party being made subject to a deed of company arrangement; (e) a step being taken to have a receiver, receiver and manager, liquidator or

provisional liquidator appointed to the party or any of its assets; or(f) any analogous event.Intellectual Property means any intellectual or industrial property rights that have been or may be created or developed, whether or not registered or registrable, including without limitation a patent, trade mark or service mark, copyright, visual image, performance, recording or broadcast, registered design, business name, trade secret, confidential information (including the Confidential Information), or database or list of information.Key Personnel means those Personnel of the Supplier named in Item 9 of Schedule 1, if any.Laws or Law means any rules of common law, the requirements of all statutes, rules, regulations, proclamations, ordinances or by-laws or other subordinate legislation present or future as amended from time to time.Loss means any loss including any liability, cost, expense (including reasonable legal costs on a full indemnity basis), claim, proceeding, action, demand or damage.Marks means all marks, logos and Intellectual Property of the ICC or LOC, including without limitation the Tournament name, look and feel, logo, mascots, trophy and any slogans and any words, phrases, symbols or images which suggest any connection or association with the Tournament , ICC or LOC.Media Rights mean the right to create and transmit via any media (whether now known or devised in the future) audio-visual, visual and/or audio recordings and/or live audio-visual, visual and/or audio feeds and/or data and information of or relating to the Tournament (or any part thereof), the participating teams or any other aspects of the Tournament for reception anywhere in the world.Official Partners means any entity to which LOC and/or ICC grants any marketing or sponsorship rights in relation to the Tournament, including broadcasters, global, official or local partners, suppliers and licensees and other holders of Commercial Rights.Personal Information means information or an opinion (including information or an opinion forming part of a database) that the Supplier collects, uses, discloses and otherwise handles in the course of or in connection with this Agreement, whether true or not and whether recorded in a material form or not, about an identified individual or an individual who is reasonably identifiable, and includes anything defined as personal information in the Privacy Laws.



Personnel means any director, officer, employee, agent, contractor, subcontractor, provider, advisor or volunteer of or engaged by the Supplier for the purposes of the performance of the Supplier’s rights and obligations under this Agreement or in connection with any activities related to the supply of the Services. Privacy Law means any applicable law, statute, regulation, ordinance, code, standard or requirement of any government, governmental or semi-governmental body which relates to privacy, including without limitation the Privacy Act 1988 (Cth) and the Australian Privacy Principles under the Privacy Act 1988 (Cth), and the Spam Act 2003 (Cth), as amended from time to time.Project Timeline means the key dates and activities set out in Item 2 of Schedule 2 of this Agreement (if any).Regulatory Authority means:(a) any government or government agency, authority or instrumentality; or(b) any independent authority invested with responsibility under a statute,

regulation or legislative instrument (or any code or other instrument made under such a statute, regulation or legislative instrument for regulating any aspect of Privacy Laws).

Representative means the representatives of the parties set out in Item 3 and Item 4 of Schedule 1.Security Breach means an actual, probable or reasonably suspected corruption, interference or loss, or unauthorised access, use, modification, processing, disclosure or other misuse of Personal Information, including without limitation a serious data breach within the meaning of the Privacy Law.Request for Proposal means Parts 1, 2 and 3 of the request for proposal issued by LOC to the Supplier on the date set out in Item 10 of Schedule 1 (if any) a copy of which is attached to this Agreement as Attachment 1.Response means the response by the Supplier to the Request for Proposal, and subsequent clarifications (if any) a copy of which is attached to this Agreement as Attachment 2.Services means the services required to be supplied by the Supplier as set out in Item 1 of Schedule 2.Signage means all signage and advertising inventory or assets at the Venue whether in place at the commencement of this Agreement, or which are subsequently brought in or customarily used at the Venue following the date of this Agreement, whether in tangible form or images generated electronically or otherwise, including rotating signage, A frame signage, toblerones, signage on or around the Playing Surface and on the scoreboard, LED signage, giant replay screens, sightscreens, drinks carts and third umpire decision system and any Virtual Signage, and use of the playing surface for the purposes of advertising or signage.



State and Territory Associations means:(a) ACT Cricket Association Inc (ABN 61 741 344 332);(b) Northern Territory Cricket Association Inc (ABN 21 938 643 056);(c) New South Wales Cricket Association (ABN 27 000 011 987);(d) Queensland Cricket Association Ltd (ACN 010 289 237); (e) South Australian Cricket Association Inc. (ABN 94 694 912 780);(f) Tasmanian Cricket Association (ABN 34 009 476 993); (g) Victorian Cricket Association (ABN 28 004 128 812); and/or(h) Western Australian Cricket Association Inc. (ABN 44 026 744 769).Supplier Representative means the person identified in Item 4 of Schedule 1 or such other person as is notified by the Supplier to LOC from time to time.Taxes includes any present or future tax, levy, duty, impost, charge, rate, fee, deduction or withholding of any nature whatsoever (including group tax, payroll tax, PAYE or other taxes, prescribed payments, fringe benefits tax, stamp and transaction duties, goods and services tax, value-added tax, superannuation guarantee levy, or other superannuation obligation of any kind) which is levied, imposed, charged, assessed or collected by any Regulatory Authority of Australia or of any other jurisdiction, and shall include any interest, penalty, fine and other statutory charge which may arise as a consequence of non-payment or late payment, and “Tax” and similar words shall be construed accordingly. Term means the term of this Agreement specified in clause 2. Tournament means the ICC T20 World Cup 2020 tournament to be held in Australia during February and March 2020 for the women’s tournament and during October and November 2020 for the men’s tournament.Venue means the competition, non-competition or other venues or locations to be utilised in connection with a Cricket Match or other event which require Accreditation or a Cricket Match ticket for access.Work Health and Safety legislation means any Law that relates to the health and safety of employees, workers and contractors at workplaces and anyone whose health, safety and welfare might be put at risk by the work carried out as part of the conduct of the business or undertaking of Supplier.

1.2 Interpretation

In this Agreement:(a) words importing the singular include the plural and vice versa; (b) words importing a gender include any gender;



(c) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency;

(d) a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;

(e) a reference to a party to a document includes that party's successors and permitted substitutes or assigns;

(f) a reference to an agreement other than this Agreement includes an undertaking, agreement or legally enforceable arrangement or understanding, whether or not in writing;

(g) no provision of this Agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or that provision;

(h) the word “including” and words such as "for example" or "such as" do not imply any limitation;

(i) a reference to party includes its directors, officers, employees, agents, contractors and volunteers;

(j) a reference to $ or dollars shall mean Australian dollars; and(k) unless otherwise stated, where the consent of LOC is required, LOC can grant,

vary, condition or withhold its consent in its absolute discretion and LOC is not obliged to give its reasons for giving or withholding consent.

1.3 Priority

In the event of any inconsistency, this Agreement must be interpreted in accordance with the following order of priority:

(a) the terms and conditions set out in the body of this Agreement; then(b) the Schedules (save for the Response and Request for Proposal (if any)); then(c) subsequent clarifications in reverse date order; then(d) Supplier’s Response to the Request for Proposal (if any); then(e) the Request for Proposal (if any); then(f) any other documents or information incorporated by reference into this

Agreement.

2. Term

This Agreement commences on the Commencement Date and will remain in force until the End Date as described in Schedule 1, unless extended by agreement in writing or terminated earlier in accordance with the provisions of this Agreement.



3. Services

3.1 General

(a) LOC engages the Supplier and the Supplier accepts the engagement to supply the Services in accordance with the terms and conditions of this Agreement.

(b) Where LOC has issued a Request for Proposal in respect of any Services, the Supplier acknowledges that LOC has relied upon the Response provided by the Supplier to the Request for Proposal and upon subsequent information and clarification provided by the Supplier to LOC.

(c) The Supplier shall commence supplying the Services with effect from the Commencement Date (unless otherwise agreed by the parties).

3.2 Standard of Services

The Supplier must supply the Services to LOC in accordance with this Agreement. At all times during the Term, the Supplier must provide the Services:

(a) promptly, efficiently, carefully and to the highest possible standards;(b) exercising all due care, skill and judgment, in an efficient, professional and cost-

effective manner in accordance with accepted professional and business practice; (c) in accordance with any and all reasonable timelines, instructions or directions

given by LOC; (d) in accordance with the Project Timeline (if any) unless otherwise approved by LOC

in writing;(e) in accordance with any applicable service levels set out in Schedule 2 (if any); and(f) free from all forms of advertising, promotional material and commercial

identification, including any name, logo, designation, trade mark or other distinctive sign of the Supplier or any third party unless permitted elsewhere in this Agreement or agreed by the parties in writing.

3.3 Supplier Obligations

(a) At all times during the Term, the Supplier must:(i) hold all authorisations, permits and licences required under any Law

to supply the Services (including any licences specified in Item 8 of Schedule 1);

(ii) comply to the extent relevant to the Services with LOC’s standards, codes of practice, policies and procedures as notified by LOC to the Supplier from time to time, including LOC’s occupational health and safety policies, security and access requirements, labour practices, and logistics policies as amended from time to time;

(iii) use the Marks only as approved by the LOC and ICC, in accordance with the Brand Identity Guidelines;



(iv) comply with any reasonable instructions given by LOC to comply with Work Health and Safety legislation;

(v) undertake the Services in a safe manner and in compliance with all Work Health and Safety legislation and do all things necessary to ensure maintenance of safe work methods;

(vi) as required, cooperate with all other contractors, suppliers and sponsors who supply benefits, services or products to LOC at the same time or in connection with the same project and ensure that Personnel similarly cooperate;

(vii) use its best endeavours where practicable and viable to give preference to the use of goods, services and materials of suppliers and licensees appointed by LOC;

(viii) not hold itself out as a sponsor of LOC or otherwise associate itself with any Cricket Match except strictly in accordance with and subject to the terms of this Agreement;

(ix) inform LOC as soon as it becomes aware of any problems in supplying the Services;

(x) act in the utmost good faith in all dealings with LOC;(xi) not do anything or omit to do anything which is likely to embarrass,

prejudice the interests of, or bring Australian Cricket, any sponsor of or official supplier to Australian Cricket or the game of cricket into ridicule or disrepute;

(xii) notify LOC immediately of any imputation or reflection on the personal, professional conduct or standing of the Supplier or the Personnel which has the potential to affect the Supplier’s ability to supply the Services or to comply with this Agreement; and

(xiii) without limiting clause 28.6 of this Agreement, not incur any liability on behalf of Australian Cricket no in any way pledge or purport to neither pledge the credit of Australian Cricket nor make any contract binding on Australian Cricket without LOC first approving its terms in writing.

(b) Without limiting the Supplier’s obligations under this Agreement, LOC will:(i) provide the Supplier with its requested turn-around time for each part

of the Services;(ii) inform the Supplier of any matter that may materially affect the

scope and timing of the Services; and(iii) declare or obtain ownership or a licence of any proprietary rights or

intellectual property provided to the Supplier for the purpose of completing a piece of work or the Services.



3.4 Compliance with Laws

(a) The Supplier undertakes that in exercising its rights and meeting its obligations under this Agreement it will at its cost observe and comply with all Laws and agrees that LOC has no responsibility in respect of any breach of such Laws by the Supplier.

(b) LOC undertakes that in exercising its rights and meeting its obligations under this Agreement it will at its cost observe and comply with all Laws.

(c) Notwithstanding any other provisions of this Agreement, where the performance of an obligation under this Agreement would cause a party to contravene any Law, then that party shall not be required to perform the obligation (to the extent necessary to prevent such a contravention only).

(d) Upon request, both parties shall provide such information as is reasonably requested in relation to authorisations required to be held by a party, or authorisations held by a party.

3.5 Betting and Related Activities

(a) The Supplier will not, and will ensure that the Personnel and any of the Supplier’s staff (whether employees or contractors) who have access to Intellectual Property created under this Agreement, Inside Information (defined below) or any Confidential Information will not, directly or indirectly:

(i) bet on or in relation to any cricket match or series of cricket matches or any cricket-related function or event (Event) during the Term, regardless of whether the Event relates to an Australian, State Association or Women’s/Big Bash League, men’s or the Tournament or any other cricket team playing in or outside Australia;

(ii) after the end of this Agreement bet on or in relation to any Event pertaining to which they have or had access to Intellectual Property, Inside Information or Confidential Information;

(iii) be a party to fixing or contriving the result, progress, conduct or any other aspect of an Event; or

(iv) disclose Inside Information to any person (with or without reward) before or during any Event where the Supplier or its staff might reasonably be expected to know that disclosure of such information in such circumstances could be used by any person in relation to betting.

(b) For the purposes of this clause 3.5, Inside Information means any information relating to any Event that the Personnel, the Personnel or its staff possesses by virtue of supplying the Services under this Agreement. Such information includes, but is not limited to, factual information regarding the competitors and other participants in a cricket match or the conditions, tactical considerations or any other aspect of a cricket match and information regarding voting in relation to



cricket awards, but does not include such information that is already published or a matter of public record (other than as a result of disclosure by the Supplier, the Personnel or its staff), readily and actually acquired by an interested member of the public or disclosed according to the rules and regulations governing the relevant Event.

(c) The Supplier will procure the consent of the Personnel to allow LOC to disclose the Personal Information (as defined in the Privacy Act 1988 (Cth)) of the Personnel to third parties (including sports betting providers) for the purpose of monitoring the Supplier’s compliance with its obligations under this Agreement or for any other purpose permitted by law.

3.6 Non-Exclusive appointment

(a) The appointment of the Supplier to provide Services to LOC under this Agreement is non-exclusive.

(b) LOC may appoint a separate supplier to supply services identical or similar to the Services at any time.

3.7 No Minimum Services

LOC is not under any obligation to acquire a minimum amount of the Services from the Supplier, to acquire Services that attract a minimum level of charges or to pay any minimum fee to the Supplier under this Agreement unless otherwise expressly stated in Item 11 of Schedule 1.

3.8 Delay in delivery of Services

(a) The Supplier must immediately notify LOC in writing if it believes at any time that it is unlikely to be able to deliver any part of the Services by the date specified for delivery. The notice must contain detailed reasons for the anticipated delay and the Supplier’s best estimate of the expected delay. Notification will not relieve the Supplier from any of its obligations under this Agreement.

(b) If the Supplier provides LOC with a notice under clause 3.8(a), LOC may, in addition to any other rights it may have and at its sole and absolute discretion, either grant the Supplier an extension of time to supply the Services, or engage a third party to provide any Services that cannot be provided in accordance with this Agreement and the Supplier will not be entitled to any compensation or payment in respect of those Services.

3.9 Variation

(a) If reasonably necessary, LOC may direct the Supplier to vary the Services or to supply services of a character similar to the Services. These directions must be in writing. The Supplier must comply with any such direction, provided it is reasonably within its power to do so.

(b) The Supplier shall supply any such varied Services in accordance with the Fees. If there is no fee or rate for the varied Services included in the Fees, the parties



shall negotiate a fee or rate for the varied Services (which shall, where possible, be calculated by applying similar principles to those agreed by the parties in determining the Fees).

3.10 Risk Management Systems

The Supplier acknowledges the high profile, media coverage and risk elements of supplying the Services. Where requested by LOC, the Supplier agrees that it must:

(a) develop a risk management strategy, and business continuity plan including policies, procedures and arrangements to ensure, where reasonably possible, a seamless and continuous supply of Services by it and its subcontractors, if any, despite Force Majeure, the absence or non-availability of any of the Key Personnel or the Personnel, or other disruption;

(b) where and when reasonably requested to do so by LOC, provide details of the Supplier’s risk management strategy, and take any remedial or improvement actions as reasonably required by LOC (or a Venue operator) from time to time;

(c) review, test, update and improve the risk management strategy on a regular basis, and not less than every 12 months;

(d) assist and cooperate with LOC where requested in the development and review of LOC’s risk management strategy;

(e) maintain regular backup copies of all software and drawing files provided to LOC (if any);

(f) take all normal and reasonable steps to protect against the introduction of any computer virus and against effects of any such virus;

(g) maintain and keep current its business continuity and disaster recovery procedures; and

(h) maintain any equipment or other hardware used in the supply of the Services under this Agreement.

4. Health and Safety

Without limiting the Supplier’s obligations under this Agreement, where the Supplier or the Supplier’s Personnel is required to attend an Australian Cricket premises or a Venue for the purposes of supplying the Services, the Supplier (and, where appropriate, the Supplier’s Personnel) must:

(a) at all times, take all reasonable care for Supplier’s and the Supplier’s Personnel own health and safety, and that of all others;

(b) immediately report all incidents and near miss occurrences to the nominated LOC Representative;

(c) comply with all reasonable requests made by LOC in relation to working safely;



(d) have a documented and effective health and safety management system in place;(e) undertake a Job Safety Analysis or Safe Work Method Statements, and any other

risk assessments as directed by LOC and comply with all reasonably instructions given by LOC or a Venue operator from time to time;

(f) undertake mitigation risk methodology when planning, undertaking and reviewing any supply of Services;

(g) participate in all inductions as directed by LOC or a Venue operator from time to time;

(h) have appropriately skilled supervisors on site relevant to the supply of Services as directed by LOC;

(i) ensure adequate and appropriately skilled and experienced resources are available to meet any Services delivery, health and safety obligations and legislative requirements; and if necessary through the employment of external consultants at the Supplier’s cost, including materials, safety equipment and personnel;

(j) ensure that all equipment brought on or to a LOC premises or Venue is registered, tested, tagged, and all log books are up-to-date, as required under relevant state, territory or federal Law;

(k) ensure that all work undertaken is performed by suitably qualified or accredited workers; and

(l) prior to undertaking high risk work, seek the appropriate permits and approvals from the authorised LOC Representative and hold a current licence for high risk work as required under relevant state legislation.

5. Conflicts of Interest

(a) The Supplier must not undertake any work or supply any Services or be involved or interested in any business or activity for other parties which may:

(i) conflict with its obligations under this Agreement; or(ii) negatively impact on the Supplier’s ability to meet its obligations

under this Agreement.(b) The Supplier warrants that at the date of this Agreement no conflict of interest

exists or is reasonably foreseeable in relation to the performance of its obligations under this Agreement.

(c) If a conflict of interest arises during the Term, or any matter may reasonably be expected to give rise to an actual or potential conflict of interest, the Supplier must:

(i) notify LOC immediately of the conflict or matter and its plan for resolving or avoiding the conflict; and



(ii) take all such action as may be reasonably necessary to resolve or avoid the conflict of interest, including any action that LOC may reasonably specify to ensure that the conflict is resolved or avoided in a manner satisfactory to LOC.

6. Representatives and Personnel

6.1 Representatives

(a) Each party must appoint a Representative as at the commencement of this Agreement. The Representatives will be responsible for the day to day administration of this Agreement on behalf of the party appointing them. In the case of the Supplier, the Supplier Representative will also be responsible for the day to day supply of the Services and the supervision of Personnel.

(b) The LOC Representative and the Supplier Representative must be available and able to be contacted during normal business hours and after hours as required. A party must notify the other party immediately in the event its Representative is removed or replaced, together with the contact details of its new Representative, or of any change to its Representative’s contact details.

(c) Each party will be responsible for the acts, omissions and defaults of its Representative. Any direction, instruction, notice, approval or other communication made or given to a Representative will be deemed to have been made or given to the party appointing that person.

(d) If requested by LOC, the Supplier must use the Key Personnel and ensure the ongoing availability of the Key Personnel to supply the Services unless otherwise approved in writing by LOC.

(e) If some or all of the Services are to be supplied by Personnel at LOC premises, the Supplier must ensure that such Personnel sign and return to LOC an agreement provided by LOC with regard to confidentiality and compliance with LOC’s policies and procedures.

6.2 Key Personnel

(a) Supplier must ensure that the Key Personnel named in Item 9 of Schedule 1 are directly involved in the provision of the Services and are available to provide the Services as set out in Schedule 2. If Supplier engages any people other than the Key Personnel to assist with the provision of the Services, they must be supervised by and report directly to the Key Personnel.

(b) Supplier agrees that: (i) if it is necessary to replace any of the Key Personnel, Supplier must

immediately notify LOC; (ii) Supplier must consult with LOC to arrange for replacement of the

relevant Key Personnel by a person of comparable experience,



suitability and competence in accordance with the Succession Plan or as otherwise agreed by LOC;

(iii) any person to be appointed to replace the Key Personnel [insert] are subject to the prior written approval of LOC, which approval may not be unreasonably withheld;

(c) Supplier agrees that LOC may elect to engage any Key Personnel directly where such Key Personnel have been replaced by Supplier under this clause.

(d) Supplier acknowledges the importance of succession planning and warrants that it can comply with the Succession Plan as set out in Schedule 5.

(e) Supplier must ensure that the Key Personnel perform and faithfully serve Supplier for the benefit of LOC and use their best endeavours at all times to promote, develop and extend the business of LOC, and must ensure that the Key Personnel follow the reasonable directions and requirements specified by the LOC Representative in accordance with the terms of this Agreement.

(f) In order to discharge its obligations under this Agreement, Supplier may require the Key Personnel to perform duties outside and in addition to the normal business hours of LOC in the performance of the Services. It is agreed that the payment by LOC to the Supplier shall constitute full compensation for all such work performed, unless otherwise specified, and as such, no additional compensation will be payable by LOC to Supplier or the Key Personnel.

6.3 Personnel

The Supplier must:

(a) engage sufficient Personnel with the necessary skills, expertise, qualifications and training to supply the Services;

(b) ensure that its Personnel supply the Services by exercising due care, skill and judgment and in an efficient, professional, timely and cost effective manner;

(c) ensure the Personnel conform to and comply with all lawful and reasonable directions and instructions made or given by or on behalf of LOC, including, without limitation, reasonable directions and instructions as to the manner in which the Services are to be supplied;

(d) if requested by LOC, from time to time submit a list of the names of all Personnel engaged by the Supplier in the supply of the Services;

(e) assume responsibility for the acts and omissions of all Personnel (including in particular contractors and sub-contractors) as if they were acts and omissions of the Supplier;

(f) ensure that all Personnel observe the terms of this Agreement and do all things necessary to enable the Supplier to comply with this Agreement; and



(g) without limiting clauses 3.4(a) and 4 above, ensure that its Personnel at all times comply with all Work Health and Safety legislation requirements and all Laws relating to the supply of the Services under this Agreement;

7. Access, Accreditation and Security

7.1 Access to Venues

(a) Subject to clause 7.2(c) below, LOC will ensure that appropriately accredited Personnel are granted reasonable and necessary access to Venues to enable the Supplier to exercise its rights and obligations under this Agreement.

(b) If the Supplier is granted access to competitors, officials and others participating in a Cricket Match, the Supplier must ensure that its Personnel adhere to such regulations as may be specified by or on behalf of LOC and will not exercise rights of access which:

(i) intrude upon the privacy of participants;(ii) interfere with the conduct of the Cricket Match or with the role and

responsibilities of the Supplier; or(iii) violate LOC, integrity, security or Accreditation procedures and

policies in force from time to time.(c) The Supplier must ensure that in carrying out its obligations under this Agreement

its Personnel wear clothing or uniforms as specified by LOC from time to time (if any), or as provided by LOC in its absolute discretion, to the standard reasonably required by LOC.

7.2 Accreditation and Security

(a) The Supplier acknowledges that access to all Venues will be subject to accreditation and security policies and procedures which shall be developed by LOC prior to the Cricket Match and implemented by LOC in its absolute discretion.

(b) The Supplier acknowledges that LOC will make available a number of accreditation passes sufficient for the Supplier to supply the Services (if required).

(c) The Supplier acknowledges that nothing in this Agreement compromises or fetters LOC’s absolute discretion in relation to accreditation of individuals including the Supplier’s Personnel and invitees and, in particular, the Supplier agrees that:

(d) LOC is not obliged to grant Accreditation to any person or class of persons; and(e) LOC may in its absolute discretion exercise at any time the right to:

(i) grant Accreditation;(ii) grant Accreditation with conditions;(iii) refuse Accreditation; (iv) cancel Accreditation; and



(v) refuse entry by any individuals to Venues.(f) The Supplier will ensure that its Personnel at all times follow the LOC accreditation

and security policies and procedures in force from time to time (as advised to the Supplier by LOC).

(g) The Supplier acknowledges that LOC may conduct at any time during the Term security, police and background checks on the Supplier and the Supplier Personnel and must procure each applicant for Accreditation to co-operate with LOC checking procedures subject to Law, and the Supplier must comply with the LOC accreditation and security policies and procedures as set out by LOC in its absolute discretion from time to time. The Supplier acknowledges that if an applicant for Accreditation refuses to provide consent as required by Law to the accreditation and security procedures, the Supplier must withdraw the person, and where necessary for the supply of the Services under this Agreement, the Supplier must provide another suitably qualified applicant who is willing to provide consent as required by LOC.

(h) The Supplier agrees to provide promptly to LOC all information and consents of its Personnel requested by LOC in writing and which LOC acting reasonably, considers necessary to facilitate the carrying out of any probity, security and accreditation checks.

8. Pricing and Payment of Fees

8.1 Fees

(a) In consideration of the Supplier suppling the Services in accordance with the obligations contained in this Agreement, LOC will pay the Fees set out in Schedule 3 in such instalments and as such times as are set out in Schedule 3.

(b) The Fees are the total amount payable by LOC for the supply of the Services. All costs relating to the supply of the Services and the Supplier's performance of its obligations under this Agreement are the sole responsibility and expense of the Supplier unless expressly stated otherwise.

8.2 Payment

(a) LOC will not be liable to pay for any work relating to supply of the Services unless:(i) if the work is to be performed or items are to be supplied by third

parties, the Supplier has received LOC’s prior written approval to procure such work or items;

(ii) the Services have been delivered to LOC within the timeframe agreed by the parties (other than to the extent that any delay is caused or contributed to by LOC); and



(iii) the Services were supplied in accordance with LOC’s requirements as set out in this agreement or any written specifications, instructions or brief of as otherwise approved in writing by LOC.

(b) LOC shall pay the Fees within 30 days following receipt by LOC of a valid tax invoice issued in accordance with the reasonable directions of LOC.

(c) LOC may withhold payment of any amount that it disputes in good faith until the dispute has been resolved under clause 25.

8.3 No Set Off

The Supplier shall not set off any amount owed by it to LOC under this Agreement.8.4 Relationship of Parties

The Supplier acknowledges that nothing in this Agreement shall create or be deemed to create a relationship of employer and employee between LOC and any Personnel (including where any Personnel are required to supply the Services from LOC’s premises or using or accessing LOC’s equipment). The Supplier shall at all times accept responsibility for its Personnel and will indemnify and hold harmless LOC against all liabilities and claims for statutory entitlements, salary, wages and employee benefits and all Taxes, levies and imposts arising from or relating to the performance of work or the supply of the Services by Personnel. In addition, the Supplier will be responsible for all immigration clearances and permits or other authorisations which may be required for Personnel to supply the Services under this Agreement.

8.5 Not used

8.6 Suspension of Payments

(a) If the Supplier defaults in the performance of its obligations under this Agreement, LOC may give notice to it to remedy the default specifying details of the default.

(b) If the Supplier fails to remedy the default specified in a notice under clause 8.6(a) within 5 Business Days after receipt of the notice, the Supplier shall not be entitled to its Fees until LOC confirms in writing that the default has been rectified and LOC may suspend payment of Fees.

(c) Suspension of payment will not in any way affect the continuing obligations of the Supplier under this Agreement and will be without prejudice to any other rights that LOC may have against the Supplier as a result of the default.

9. GST and Other Taxes

(a) The Fees are inclusive of all Taxes except GST. LOC shall be entitled to deduct any withholding tax required to be withheld by Law from payments made to the Supplier and shall not be required to gross-up or increase any payments in respect of such amounts withheld.



(b) If GST is payable on a Taxable Supply made under this Agreement, the party providing the consideration for the supply must also pay (at the same time) the GST amount payable in respect of the Taxable Supply, in addition to the consideration payable, provided that no amount shall be payable under this clause until a valid Tax Invoice has been delivered in respect of the relevant Taxable Supply. This clause will not apply if the amount payable is expressed on a GST-inclusive basis.

(c) If Non-Monetary Consideration is provided to a party as consideration for a Taxable Supply, the value of the Non-Monetary Consideration will be calculated in accordance with the GST Act (if applicable).

(d) A party making a Taxable Supply to another party under this Agreement must issue a valid tax invoice to the other party, setting out the amount of the GST payable by that other party.

(e) If any adjustment is made to the amount of consideration payable for any Taxable Supply made under this Agreement after the Tax Invoice for that taxable Supply has been issued, the Supplier shall issue to the Recipient a Debit Note or Credit Note as appropriate.

(f) The parties agree that the nature of the supplies made under this Agreement is made on a periodic or progressive basis.

(g) If a party is required under this Agreement to indemnify, reimburse, or provide a contribution to another party, the calculation of the indemnity, reimbursement or contribution will be:

(i) reduced by the amount of Input Tax Credit the party seeking the indemnity, reimbursement, or contribution is entitled to claim; but

(ii) increased by any GST payable by the other party in respect of the indemnity, reimbursement or contribution.

(h) For the purposes of this clause 9, ‘GST’, ‘Input Tax Credit’, ‘Taxable Supply’, ‘Tax Invoice’, ‘Credit Note’, ‘Debit Note’ and ‘Non-Monetary Consideration’ shall be defined in accordance with the GST Act.

(i) The Supplier shall be responsible for any income tax payable under the Income Tax Assessment Act 1997 (Cth) (as amended) or any other statute imposing any liability for taxation in respect of the Supplier or Personnel.

(j) The Supplier consents to LOC furnishing the Commissioner of Taxation with both the Supplier’s or the Personnel’s name and address and all details of payments made by LOC under this Agreement, if LOC is requested to do so.



10. Reports and Information

10.1 Reports

(a) The Supplier must deliver reports to LOC in relation to the Services as set out in Part 5 of Schedule 2 (if any) and any other information LOC may reasonably request from time to time.

(b) All reports generated by the Supplier will be the property and confidential information of LOC. The Supplier may retain a copy of the reports for internal record keeping purposes only.

(c) In addition to the reports to be delivered under paragraph (a), LOC may require the Supplier to provide it with information concerning any aspect of the supply of the Services.

10.2 Records

(a) The Supplier must keep and maintain full records and documentation in relation to this Agreement and the Services. Where they are actually produced in the ordinary course of business in hard copy form, these will be kept in hard copy form. Records produced in the ordinary course of business in electronic copy form will remain in electronic form for the Term. The Supplier must keep and maintain such records during the Term and for 7 years after the expiry of this Agreement.

(b) On request by LOC, the Supplier must make all documents and records relating to this Agreement and the Services available to LOC for inspection by LOC and if requested provide copies of the documents and records.

10.3 Audit

(a) The Supplier must provide, and must procure that any subcontractor provides, such information to LOC or access to premises and Personnel as is reasonably required by LOC from time to time to verify that the Supplier is complying with its obligations under this Agreement.

(b) LOC may from time to time audit or require the audit of the operations of the Supplier in respect to this Agreement and the Supplier must cooperate and assist LOC in good faith in this regard.

11. Intellectual Property

(a) Supplier acknowledges and agrees that all Intellectual Property and other information that LOC provides or makes available to Supplier (LOC Intellectual Property) remains the property of LOC. Supplier must not use or disclose LOC Intellectual Property for any purpose other than for the purpose of performing its obligations under this agreement.

(b) LOC acknowledges and agrees that Supplier continues to own all of its Intellectual Property existing at the date of this agreement, or coming into existence during



the term of this Agreement other than LOC Intellectual Property or Developed Intellectual Property.

(c) Supplier acknowledges and agrees that all Developed Intellectual Property will vest in, and is assigned to, LOC on creation. Supplier must, at its own expense, execute all documents and do all things required to give effect to this clause, including obtaining as soon as possible and providing to LOC legally effective releases or assignments to LOC from any of Supplier’s Personnel and subcontractors in respect of any Developed Intellectual Property.

(d) LOC grants Supplier a personal, non-exclusive, non-transferable and non-assignable licence to use LOC Intellectual Property and the Developed Intellectual Property in connection with the performance of the Supplier’s obligations under this Agreement. No other right is given to Supplier or its Personnel to use LOC Intellectual Property or any Developed Intellectual Property except in connection with the performance of Supplier’s obligations under this Agreement.

(e) The Supplier acknowledges and agrees that it has no right, title or interest in the Marks, except the right to use the same as provided in this Agreement (if at all) and that nothing in this Agreement shall be construed as an assignment or grant to the Supplier of any right, title or interest in or to the Marks or in any copyright, trade mark, design, industrial design or other Intellectual Property of LOC.

(f) If any material, matter or thing (including software, documentation or data) forming part of Supplier’s Intellectual Property is incorporated in or attached to any Developed Intellectual Property, Supplier grants LOC a perpetual, irrevocable, worldwide, transferable and royalty free licence (including the right to sub-license) to exercise all Intellectual Property rights in such material, matter or thing for the purpose of accessing, commercialising and using the Developed Intellectual Property.

(g) The Supplier shall disclose (and shall procure that its Personnel discloses) to LOC all or any of the Developed Intellectual Property upon creation and the Supplier or its Personnel shall not register or attempt to register any interest in respect of any Developed Intellectual Property. Termination or expiry of this Agreement will be deemed to have effected the assignment of the Developed Intellectual Property, including the entire right, title and interest in such Developed Intellectual Property, which will be to LOC in perpetuity.

(h) The Supplier shall ensure (and shall procure that its Personnel ensures) that a copyright notice or other proprietary notice, as is required by LOC, is included in any copy made of the Developed Intellectual Property (including the Developed Intellectual Property as stored on computer disks and databases) and that such notice is clearly and legibly marked in a prominent place.

(i) The Supplier agrees (and shall procure that its Personnel agrees) that, in relation to any moral rights that the Supplier or Personnel has arising directly or indirectly



from the supply of the Services, the Supplier consents (and will procure the consent of its Personnel) to:

(i) LOC performing all acts necessary or desirable to enable LOC to exercise its rights in relation to this clause 11; and

(ii) to LOC not attributing the Supplier or its Personnel as the author.(j) The Supplier or the Personnel shall execute such further documents and

assurances and take such further action as may be necessary to register and protect any of LOC’s interests in the Developed Intellectual Property and to give effect generally to this clause 11.

(k) The Supplier warrants, undertakes and represents to LOC that the supply or use of the Services or any information or materials supplied under this Agreement will not infringe the Intellectual Property rights of any third party. The Supplier holds harmless and indemnifies LOC against any Loss that LOC incurs or suffers from any claim or proceeding based on an allegation that LOC's use or possession of any information or material infringes any third party's Intellectual Property rights (IP Claim). In the event of an IP Claim:

(i) the Supplier shall defend or settle the IP Claim (at the Supplier's cost) but in all cases shall consult with and keep LOC informed in relation to the IP Claim, obtain LOC's prior written consent to any proposed settlement of the IP Claim (such consent not to be unreasonably withheld) and use its best endeavours to ensure that LOC's name and reputation are not adversely affected by any steps taken in relation to the IP Claim; and

(ii) the Supplier shall take all necessary steps to minimise the detrimental impact of any IP Claim on the supply of the Services and LOC's operations.

12. Sponsorship and Ambush Marketing

(a) The Supplier acknowledges that LOC through the ICC has the sole and exclusive right to, and will arrange for the sponsorship of, the Tournament. The Supplier shall not (and shall procure that its Personnel shall not) be engaged in any advertising or promotional activity that is competitive with sponsorships of or products or services of sponsors of LOC or the Tournament.

(b) Supplier acknowledges that one of LOC’s key objectives is to prevent Ambush Marketing. Accordingly, Supplier must (and must ensure that its Personnel):

(i) not engage in any form of Ambush Marketing;(ii) co-operate with LOC in its endeavours to minimise any Ambush

Marketing activities;



(iii) use its best endeavours to ensure that no persons with whom it deals in relation to the Tournament, or who acts on its behalf, engages in Ambush Marketing;

(iv) promptly notify LOC if it becomes aware of any suspected Ambush Marketing activities of other parties;

(v) procure that it and each and every of its Personnel upon the reasonable request of LOC enters into a Deed of Confidentiality in favour of LOC;

(vi) provide the original Deeds of Confidentiality to LOC within 7 days of signature;

(vii) maintain a register of every Deed of Confidentiality executed, including details of the name, date of execution, and witness to execution;

(viii) provide the register to LOC upon demand;(ix) not advertise market or promote any other activity, production or

services of Supplier in a way so as to ambush market or to imply an association or connection with LOC or the Tournament except for with the written approval of LOC;

(x) not authorise or license any person to represent, promote or advertise that they have any connection or association with LOC or the Tournament;

(xi) not hold itself out as the agent or representative of LOC or the ICC or attempt to bind LOC or the ICC unless otherwise agreed in writing; and

(xii) not represent, hold out, promote or advertise in any way that Supplier has any connection or association with LOC, the ICC and or the Tournament, or that at any time Supplier has supplied goods or services to these bodies unless otherwise agreed in writing.

(c) Supplier must not, and must ensure that its Personnel do not advertise, market or promote any other activity, production or services of Supplier in a way so as to ambush market or to imply an association or connection with LOC.

(d) The provisions of this clause survive the expiration or earlier termination of this Agreement.

(e) The Supplier will not be permitted to use its own name and/or mark in connection with the provision of the Services except in a manner agreed with and subject to the prior approval of LOC.



13. Equipment and Technology

(a) If the Supplier is given access to any of LOC’s information technology systems or equipment to enable it to supply the Services, the Supplier must:

(i) use equipment provided by LOC unless otherwise agreed;(ii) take all reasonable care in utilising the information technology

systems including all hardware, software and applications and observe all relevant policies and procedures as provided by LOC from time to time;

(iii) not interfere with or disrupt or cause any damage to such systems or equipment;

(iv) use all reasonable care to ensure that such systems are protected from unauthorised access or use, or misuse, damage or destruction by any person; and

(v) take all reasonable precautions to protect the information technology systems or equipment from any virus, bug or other infectious worm which may cause damage to LOC’s information technology systems and operations.

(b) Where LOC provides the Supplier with equipment (ie, a computer) for use exclusively by the Supplier for the sole purpose of performing the Services, the equipment will at all times remain the property of LOC. The Supplier agrees not to modify (including by loading onto or using any software on the computer without the prior written consent of LOC) and must to return the equipment to LOC on request.

14. Co-operation with Other Parties

The Supplier acknowledges that there will be many parties involved in the delivery of the Tournament including but not limited to LOC, ICC, broadcasters, licensees, sponsors, ticketing agencies, stakeholders, Venues and suppliers that the Supplier may have to work together with those parties in the delivery of the Services. The Supplier agrees to cooperate and liaise with these parties as reasonably required by LOC from time to time consistent with international events and normal practice.

15. Media Releases

(a) LOC will have the sole responsibility for approving any press release or any public announcement relating to the Services, this Agreement or any aspect of the matters contemplated by this Agreement, and for granting or conducting any marketing advertising or other commercial rights in relation to the Tournament.



(b) The Supplier will ensure that neither itself nor any of its Personnel give any interviews or render any assistance to any media entity in relation to writing or Broadcast of any story concerning the Tournament, any matters contemplated by this Agreement, the affairs of LOC or otherwise concerning the Tournament without the prior written approval of LOC.

16. Confidentiality

(a) Each party undertakes to each other party that:(i) any Confidential Information of the other party will be used for the

sole purpose of exercising its rights and performing its obligations under this Agreement;

(ii) disclosure of the Confidential Information will only be to those of its personnel to whom it is necessary to disclose Confidential Information for the purposes of this Agreement; and

(iii) it will not, and will ensure that its officers, employees, agents, contractors and advisers do not, use, provide or disclose the Confidential Information of the other party to any person, except as permitted under this Agreement or as required by Law.

(b) Supplier may only disclose Confidential Information to Personnel on condition that:(i) such Personnel are made aware of the confidentiality obligations of

Supplier under this Agreement;(ii) Supplier remains responsible for the use of any Confidential

Information by Personnel; and (iii) if requested to do so by LOC, Supplier ensures that any Personnel to

whom Confidential Information is intended to be disclosed signs and returns to LOC a Deed of Confidentiality prior to such disclosure.

(c) LOC may only disclose Confidential Information to a person who needs to know the Confidential Information on the condition that:

(i) such persons are made aware of the confidentiality obligations of LOC under this Agreement;

(ii) LOC remains responsible for the use of any Confidential Information by such persons; and

(iii) if requested to do so by Supplier, LOC ensures that any person to whom Confidential Information is intended to be disclosed signs and returns to Supplier a deed of confidentiality prior to such disclosure.

(d) The undertakings in paragraph (a) do not extend to any Confidential Information which:



(i) is or has become part of the public domain, otherwise than as a result of a breach of this clause;

(ii) was in the possession of the party before the disclosure of it by the other party and was not acquired directly or indirectly from the party or from any other person who owed an obligation of confidence to that other party;

(iii) has been received in good faith by the party from a third party not in breach of any obligation of confidence owing by the third party to the other party;

(iv) is required to be disclosed by law, any government agency, any regulatory body or applicable stock exchange;

(v) LOC is requested to disclose to any government department or government agency in accordance with their policies and procedures; or

(vi) LOC is requested to disclose to the ICC and Cricket Australia.

17. Privacy

17.1 General Privacy Obligations

(a) In performing this Agreement, the Supplier must comply with all Privacy Laws in respect of all Personal Information.

(b) For the purposes of this Agreement, the Supplier agrees to be bound by and comply with the Privacy Laws even if such laws would otherwise not apply to the Supplier, for instance, if the Supplier’s annual turnover is less than the threshold in the Privacy Law.

(c) Without limiting clause 17.1(a), the Supplier must:(i) collect, use, disclose and otherwise deal with Personal Information

only for the purpose of performing this Agreement;(ii) not do or omit to do anything with Personal Information that will

cause LOC or a State and Territory Association to breach any Privacy Law;

(iii) not disclose Personal Information except to the Supplier’s Personnel to the extent necessary for the purpose of performing this Agreement or otherwise with the prior written consent of LOC;

(iv) co-operate with any reasonable requests or inquiries made by LOC in relation to the management of Personal Information by or on behalf of the Supplier, or to resolve any complaint made against LOC, a State and Territory Association or the Supplier under any Privacy Law;



(v) not disclose, export or transfer Personal Information to a place or to a recipient outside Australia without LOC’s prior written consent;

(vi) take all necessary steps to ensure that the Personal Information is secured using current industry leading security methods (as updated from time to time through the term of the Agreement) and protected from misuse, interference, corruption and loss, including from any unauthorised access, modification or disclosure; and

(vii) ensure that all records in the Supplier's possession or control which contain Personal Information are, at the end of the term or upon earlier request, expiry or termination of this Agreement, at LOC's option, either returned to LOC in a format reasonably requested by LOC, or permanently deleted or destroyed in the presence of a person duly authorised by LOC to oversee such deletion or destruction, except to the extent that the Supplier is required by applicable law to preserve such records.

17.2 Security Breach

The Supplier must immediately notify LOC of any Security Breach and:(a) outline any proposed remedial action;(b) co-operate at its own cost with LOC and State Associations in relation to an

investigation of any Security Breach, and in the resolution of any Security Breach to LOC's satisfaction;

(c) demonstrate to LOC why the Security Breach will not reoccur; and(d) to the extent permitted by law, immediately notify LOC of any direction or request

from a Regulatory Authority, or of any other third party legal process, relating to any Security Breach.

17.3 Breaches of this clause

The Supplier will indemnify and hold harmless LOC and State and Territory Associations against any liability, claim, loss or damage suffered directly or indirectly due to the Supplier being in breach of its obligations under this clause 17.

17.4 Record keeping, audits and access to facilities

During the term of this Agreement, the Supplier must provide LOC with reasonable access to, or copies of, such premises, facilities, systems, records and documents as is reasonably necessary to enable LOC to audit the Supplier's compliance with this Agreement.



18. Subcontracting

(a) The Supplier must not subcontract the whole or any part of its obligations under this agreement without LOC’s prior written consent (at LOC’s absolute discretion). LOC’s consent to any subcontracting may be conditional on the following:

(i) the Supplier providing all information required by LOC;(ii) the Supplier demonstrating to LOC’s satisfaction that the proposed

subcontractor is responsible, of sound financial standing and that the proposed subcontractor is fully capable of providing and will supply the Services to be subcontracted; and

(iii) the Supplier bearing any costs incurred by LOC in giving its consent.(b) The Supplier remains responsible for all subcontracted functions, responsibilities

and obligations. The Supplier will be liable for all acts, omissions, defaults and neglects of any subcontractor as if they were the Supplier’s acts, omissions, defaults or neglects

(c) No subcontractor will have any rights under this Agreement against LOC or be entitled to receive any payment under this Agreement from LOC.

(d) LOC may, by reasonable notice to the Supplier, require the Supplier to replace a subcontractor or cease using a subcontractor. LOC may only do so if it has reasonable grounds for making the request, including if it considers that the subcontractor is failing to perform the subcontracted obligations.

19. Warranties

(a) Each party represents and warrants to the other on a continuing basis that:(i) it has full corporate power to enter into and give effect to this

Agreement and to complete the transactions contemplated by this Agreement;

(ii) it has taken all necessary action to authorise the execution, delivery and performance of this Agreement;

(iii) at the date of this Agreement, the execution, delivery and performance of this Agreement by it does not contravene any contractual, legal or other obligations that apply to it; and

(iv) on execution of this Agreement, its obligations under this Agreement will be valid, binding and enforceable.

(b) The Supplier represents and warrants to LOC on a continuing basis that:(i) it holds all licences, permits, consents and authorisations required

under Law in relation to the and supply of the Services and will continue to do so at all times during the Term;



(ii) it has paid or will pay all taxes, charges and fees legally required of itself relating to the exercise of its rights and obligations in accordance with this Agreement;

(iii) the obligations contained in the Agreement do not conflict with its obligations to any third parties;

(iv) any goods, equipment or materials provided by it in connection with the Services will be of merchantable quality and fit for the purposes described in this Agreement or otherwise made known to it by LOC;

(v) it is solvent; and(vi) all information, representations, warranties and undertakings made

or given by it to LOC before the date of this Agreement, whether in any tender, correspondence, negotiations or otherwise, are true, complete and accurate in all respects.

20. Improper Inducement, Influence and Behaviour

(a) Each party represents and warrants on a continuing basis that it has not done anything to improperly or unlawfully induce, reward or influence any person in relation to the execution of this Agreement or the supply or acquisition of goods or services under this Agreement including:

(i) directly or indirectly offering, soliciting, giving, agreeing to give or receiving any gift, commission, rebate, money or consideration of any kind as an inducement or reward for improperly or unlawfully doing, not doing, influencing, favouring, disfavouring or carrying out any act;

(ii) seeking to influence decisions by improper means; or(iii) any other conduct which would constitute a breach of any Laws.

(b) Each party represents and warrants on a continuing basis that it has not improperly or unlawfully given or received, or agreed to give or receive, any gift, commission, rebate, money or consideration of any kind in relation to any advice given to or received by a party to this Agreement which is or was intended in any way to induce or influence the party advised to enter into this Agreement, or been involved in any other conduct prohibited by any Laws.

21. Insurance

(a) The Supplier must maintain during the Term of this Agreement or for a period agreed between the parties and for a minimum period of 6 months at the end of the Term:

(i) a professional indemnity policy for an amount not less than the amount specified in Schedule 1 for any one originating cause in respect of any liability arising from a breach of professional duty,



whether owed in contract or otherwise, by reason of any negligent act or omission of the Supplier (or any agent of the Supplier appointed pursuant to this Agreement) in supplying the Services;

(ii) product liability insurance for an amount not less than the amount specified in Schedule 1 in respect of any claim;

(iii) any insurance required to be held by the Supplier by Law; and(iv) any other insurance policies referred to in Schedule 1.

(b) The policies referred to in paragraph (a) must cover the Supplier against liability arising out of or in connection with the performance of the Supplier’s obligations under this Agreement.

(c) On request, the Supplier shall provide LOC with a certificate of currency of insurance verifying the placement and maintenance of all required policies of insurance.

(d) The Supplier must comply with and observe the terms of all insurance policies referred to in paragraph (a) and must not do anything which could result in any policy being rendered void or voidable.

(e) If the Supplier fails to maintain any policy referred to in paragraph (a), LOC may:(i) effect or maintain such policy and pay premiums on that policy, the

cost of which will be paid on demand by the Supplier to LOC or may, at LOC’s option, be deducted by LOC from any monies due or becoming due to the Supplier under this Agreement; or

(ii) immediately terminate or suspend this Agreement. (f) The provisions of this clause survive the expiration or earlier termination of this

Agreement and endure to the benefit of the parties and the additional insured.(g) The Supplier must co-operate with LOC and its insurers with respect to the

handling of claims by or against third parties relating to Services or this Agreement.

22. Termination

22.1 Termination Rights

(a) LOC may immediately suspend or terminate this Agreement by written notice to the Supplier if any of the following occurs:

(i) the Supplier is in breach of its obligations under this Agreement and does not remedy the breach (to the extent that it can be remedied) or pay fair compensation for such breach where a payment of damages can fairly compensate LOC within 14 days (or such longer time as agreed by LOC) after receiving a written notice from LOC specifying the breach and requiring it to be remedied;



(ii) the Supplier or the Personnel commit any breach of a material term of this Agreement;

(iii) the Supplier commits multiple or recurring breaches of this agreement, whether or not remedied;

(iv) the Supplier or the Personnel have a conflict of interest which cannot be resolved to the reasonable satisfaction of LOC;

(v) the Supplier is the subject of an Insolvency Event;(vi) the Supplier ceases, or indicates that it is about to cease, carrying on

its business;(vii) there is a change in the person or persons in effective control of the

Supplier, including any change in the underlying beneficial ownership of the Supplier which might reasonably have a material adverse impact on the ability of the Supplier to perform its obligations under this Agreement;

(viii) a crime is committed by the Supplier’s Personnel which LOC reasonably considers is likely to adversely affect LOC’s reputation or the Supplier’s obligations under this Agreement;

(ix) the Supplier engages in conduct which in the reasonable opinion of LOC reflects unfavourably on the good name, goodwill, reputation or image of LOC, the Tournament or the game of cricket or which is in any manner inconsistent with the LOC’s Policies and Procedures as notified to the Supplier from time to time and such conduct is not remedied as soon as possible but in any event no later than 30 days after receipt of written notice from LOC of such conduct; or

(x) the Supplier is unable to provide suitably acceptable Key Personnel as required in this Agreement.

(b) The Supplier may immediately terminate this Agreement by written notice to LOC if either of the following occurs:

(i) LOC is in material breach of its obligations under this Agreement and does not remedy the breach (to the extent that it can be remedied) or pay fair compensation for such breach where a payment of damages can fairly compensate the Supplier within 14 days after receiving a written notice from the Supplier specifying the breach and requiring it to be remedied; or

(ii) LOC is the subject of an Insolvency Event.(c) Termination of this Agreement does not relieve the defaulting or affected party of

any liability it may have for any breach or non-observance of its obligations under this Agreement.



(d) In exercising a right of termination, the terminating party need not act in good faith.

22.2 Consequences of Termination

(a) Upon suspension, termination or expiration of this Agreement:(i) all rights, opportunities and benefits granted under this Agreement to

the Supplier will immediately cease;(ii) the Supplier must:

(A) at its cost, deliver up to LOC or, at the direction of LOC, destroy all copies in its possession or control of the Intellectual Property and any works (including all written materials, artworks, copyright works, plans, concepts, ideas or other subject matter created, developed or conceived by or on behalf of the Supplier or the parties in the course of performing this Agreement);

(B) promptly return and ensure that all Personnel return to LOC all Confidential Information and any other property of LOC; and

(C) promptly pay to LOC all monies for which it is liable or which are due and payable to LOC pursuant to this Agreement as at the date of suspension, termination, or where the due date for such monies has not been reached, a pro-rata amount of the monies that would otherwise become due and payable;

(iii) LOC will not be liable to the Supplier for, and the Supplier waives, releases and forever discharges LOC from, any Loss incurred by the Supplier as a consequence of or arising out of this Agreement suspension or termination of it; and

(iv) the Supplier shall yield up possession of any area set aside for its use in relation to suppling the Services under this Agreement, and shall ensure that any area so yielded up to LOC is in substantially the same condition (fair wear and tear excepted) as at the commencement of the Supplier’s possession of the area.

(b) If this Agreement is suspended or terminated for any reason:(i) each party retains its rights under this Agreement and at Law in

respect of any breach of this Agreement by the other party;(ii) LOC must make payment to the Supplier for the Services supplied

and committed by Supplier before the date of suspension or termination (except where the Agreement is terminated for a breach by the Supplier), but the Supplier will not be entitled to any other payment or any compensation as a result of suspension or termination; and



(iii) if requested by LOC, then for a period of 60 days after the date of suspension or termination the Supplier will use its reasonable endeavours to provide information to such other person appointed by LOC to assist that person prepare to provide services to LOC.

(c) LOC may, upon 7 days written notice, unsuspend this Agreement and upon so doing the Supplier will resume performing the Services under this Agreement.

(d) The following clauses will survive the expiration or termination (for whatever reason) of this Agreement:

(i) clause Error: Reference source not found (Bank Guarantee);(ii) clause 10.2 (Records);(iii) clause 11 (Intellectual Property); (iv) clause 12 (Ambush Marketing); (v) clause 16 (Confidentiality);(vi) clause 17 (Privacy);(vii) clause 22 (Termination);(viii) clause 25 (Dispute Resolution); (ix) clause 27 (Notices); and(x) any other clauses that are by their nature intended to survive.

23. Cancellation of Tournament

If the Tournament is not held or the Tournament is cancelled for any reason:(a) this Agreement will terminate with effect from the date 30 days (or such later date

as the parties agree in writing) (Termination Date) after the day on which the LOC officially announces that the Tournament will not be held or will not continue (Announcement Date);

(b) each party will remain bound by its rights and obligations under this Agreement from the Announcement Date to the Termination Date;

(c) each party will be relieved of its obligations under this Agreement on and from the Termination Date; and

(d) save as expressly stated in this Agreement, neither party will be liable in any way to the other party by reason of the termination or cancellation.

24. Indemnity

24.1 Supplier

The Supplier shall indemnify and hold harmless LOC, its directors, officers and employees against any Loss arising whether directly or indirectly, out of any:



(a) negligent act or omission of the Supplier or the Personnel in connection with the Services; or

(b) breach of this Agreement by the Supplier or the Personnel,provided always that the Supplier’s liability to indemnify and hold harmless LOC pursuant to this clause shall be reduced proportionally to the extent that any act or omission of LOC contributed to the Loss.

24.2 LOC

LOC shall indemnify and hold harmless Supplier against any Loss arising out of any:(a) negligent act or omission of the LOC in connection with LOC’s obligations under

this Agreement; or(b) breach of this Agreement by the LOC,

provided always that the LOC’s liability pursuant to this clause shall be reduced proportionally to the extent that any act or omission of Supplier contributed to the Loss.

25. Dispute Resolution

(a) A party must not initiate court proceedings or arbitration (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement (Dispute) unless it has complied with this clause.

(b) A party claiming that a Dispute has arisen must notify the other parties to the Dispute giving details of the Dispute.

(c) During the 30 day period after a notice is given under clause 25(a) (or longer period agreed in writing by the parties to the Dispute) (Initial Period) each party must use its reasonable efforts to resolve the Dispute, including LOC referring the Dispute to its senior management.

(d) If the parties are unable to resolve the Dispute within the Initial Period, the parties must refer the Dispute for mediation.

(e) The mediator will be a registered member of the Resolution Institute (ACN 008 651 232) mutually agreed by the parties or, in default of agreement within a further period of 7 days, appointed, at the request of either party, by the Chair for the time being of the Resolution Institute.

(f) The mediation will be conducted in Melbourne and in accordance with the guidelines laid down by the appointed mediator having regard to the principles of best practice in mediation generally. The parties will bear their own costs of preparing for and participating in the mediation.



(g) If the mediation does not conclude the Dispute within 14 days of mediation and unless the parties agree to extend the mediation, either party may start court proceedings.

26. Force Majeure

(a) A party will not be liable for any delay in performing, or failure to perform, its obligations under this Agreement if:

(i) such failure or delay is caused or in any manner arises or results from Force Majeure; and

(ii) that party has used all reasonable endeavours to minimise the Force Majeure impact on its ability to so perform.

(b) A party seeking to rely on the provisions of this clause may do so only if notice in writing identifying the event relied on and the date of its occurrence is given to the other party within 21 days of the occurrence of the event.

27. Notices

(a) Any notice, demand or consent (Notice) given or made under this Agreement:(i) must be in writing and signed by a person duly authorised by the

sender; and(ii) must either be either:

(A) delivered to the intended recipient by prepaid post or by hand to the address set out in Schedule 1 or the address last notified by the intended recipient to the sender; or

(B) sent by email to the email address set out in Schedule 1.(b) A notice given in accordance with clause 27(a) will be taken to be duly given or

made:(i) in the case of delivery in person, when delivered; (ii) in the case of delivery by post, 2 Business Days after the date of

posting (if posted to an address in the same country) or 7 Business Days after the date of posting (if posted to an address in another country); or

(iii) in the case of email, the earlier of:(A) when the sender receives an automated message confirming

delivery; or(B) 30 minutes after the time sent (as recorded on the device

from which the sender sent the email) unless the sender



receives an automated message that the email has not been delivered,

but if the result is that a Notice would to be taken to be given or made on a day that is not a business day in the place to which the Notice is sent or is later than 4.00 pm (local time) it will be taken to have been duly given or made at the commencement of business on the next business day in that place.

(c) Nothing in this clause 27 prohibits the parties from corresponding or reporting to one another by e-mail transmission.

28. Miscellaneous

28.1 Assignment

The Supplier must not assign any of its rights under this Agreement without the prior written consent of LOC, which may be withheld or granted in its absolute discretion.

28.2 Costs

Each party shall bear its own costs arising out of the negotiation, preparation and execution of this Agreement. All stamp duty (including fines, penalties and interest) that may be payable on or in connection with this Agreement and any instrument executed under this Agreement shall be borne by the Supplier.

28.3 Entire Agreement

This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings between the parties in connection with it.

28.4 Governing law and jurisdiction

This Agreement is governed by the law of Victoria. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in that State in connection with the matters concerning this Agreement.

28.5 No agency or partnership

The relationship between the parties is that of principal and independent contractor. No party is an agent, representative or partner of any other party by virtue of this Agreement. The Supplier must not represent itself as an agent, representative or partner of LOC in any other circumstances.

28.6 No authority to act

No party has any power or authority to act for or to assume any obligation or responsibility on behalf of another party, to bind another party to any agreement, negotiate or enter into any binding relationship for or on behalf of another party or



pledge the credit of another party except as specifically provided in this Agreement or by express written agreement between the parties.

28.7 Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement or affect the validity or enforceability of that provision in any other jurisdiction.

28.8 Survival of indemnities

Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the indemnifying party and survives termination of this Agreement.

28.9 Time of essence

Time is of the essence in relation to all of the Supplier’s obligations set out in this Agreement.

28.10 Variation

No variation of this Agreement will be of any force or effect unless it is in writing and signed by the parties to this Agreement.

28.11 Waiver

No failure to exercise or any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

28.12 Remedies

Nothing in this Agreement is intended to limit either party’s rights to apply for and receive equitable relief.

28.13 Further Assurances

Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Agreement and the transactions contemplated by it.

28.14 Party as Trustee

(a) If any party (Trustee) enters into this Agreement in the capacity as a trustee of any trust (Trust) under any trust deed, deed of settlement of any other instrument (Trust Deed), then the Trustee enters into this Agreement both as trustee of the Trust and in its personal capacity.

(b) The Trustee represents and warrants that:



(i) it has the power under the Trust Deed and its constitution to enter into this Agreement and perform the obligations under this Agreement;

(ii) it has the right to be fully indemnified out of the Trust assets in respect of obligations incurred by it under this Agreement and the assets of the Trust are sufficient to satisfy that right of indemnity; and

(iii) there is not material fact or circumstance relating to the assets, matters or affairs of the Trust that might, if disclosed, be expected to affect the decision of the other part to enter into this Agreement.

28.15 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. Without limiting the foregoing, if the signatures on behalf of one party are on different counterparts, this shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of this Agreement.



EXECUTED by the parties as an Agreement.

DATE OF AGREEMENT: Date of last signature below

SIGNED for and on behalf ofLOC by its duly authorised signatory in the presence of:

)))

Signature of Authorised Signatory

Signature of Witness Name of Authorised Signatory

Name of Witness Date

SIGNED for and on behalf of SUPPLIER by its duly authorised signatory in the presence of:

)))

Signature of Authorised Signatory

Signature of Witness Name of Authorised Signatory

Name of Witness Date



Schedule 1 – General Information

Item 1

Supplier Details

Name: Address: ABN:

Item 2

Term

Commencement Date: [insert]End Date: 30 November 2020

Item 3.

LOC’s Representative

Name: Simon MillarContact Details: Street address: Level 2, 128 Jolimont Road, JOLIMONT, 3002Phone: 0412 503 707Email: [email protected]

Item 4

Supplier’s Representative

Name: [insert]Contact Details: [insert]

Item 5

Notices (LOC)

Name: Nick HockleyAddress: Street address: Level 2, 128 Jolimont Road, JOLIMONT, 3002Email: [email protected] a copy to:

General Counsel & Company SecretaryLevel 2, 128 Jolimont RoadJOLIMONT VIC 3002

Item 6

Notices (Supplier)

Name: [insert]Address: [insert]

Item 7

Insurance

Professional Indemnity: $10,000,000Product and Public Liability: $20,000,000Workers’ Compensation insurance: In the form prescribed or approved under any workers’ compensation legislation applicable to the Supplier in connection with the supply of the Services.

Item 8 [insert]



Licences

Item 9

Key Personnel

Item 10

Request for Proposal

Date of Request for Proposal: 8 January 2019



Schedule 2 – Scope of Work



Schedule 3 – Project Timeline



Schedule 4 – Royalty

[to be discussed]



Schedule 5 – Deed of Confidentiality

Tournament means the ICC T20 World Cup tournament (including the men’s and women’s competitions) to be hosted in Australia by LOC in 2020.

Project means the provision of event production services to LOC for the Opening Celebration.

Confidential Information

means [insert confidential information].

THIS CONFIDENTIALITY UNDERTAKING IS MADE BY:

(1) The party specified as the Recipient named below (Recipient);in favour of

(2) T20 World Cup 2020 Limited (LOC) (ACN 618 113 269).

AS FOLLOWS:1. CONFIDENTIALITY UNDERTAKINGS

(a) The Recipient acknowledges that the Project is of great value and importance to LOC such that the unauthorised use or disclosure of it would result in significant harm to LOC.

(b) In consideration of receiving the Confidential Information and undertaking the Project, the Recipient undertakes to:

(i) keep such information entirely secret and confidential and secure at all times, and not disclose it to any person other than LOC;

(ii) not use the information for any purpose other than for the purpose of providing advice to LOC in relation to the Project as directed by LOC; and

(iii) to promptly notify LOC in writing of any breach, or suspected breach, of this clause.2. RECIPIENT’S ACKNOWLEDGEMENTS

(a) The Recipient executes this deed for the benefit of LOC jointly and severally. The Recipient acknowledges and agrees that LOC may independently rely on and enforce this deed against the Recipient.

(b) The Recipient indemnifies LOC against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment which LOC pays, suffers, incurs or is liable for due to any breach of this deed by the Recipient.

(c) The Recipient acknowledges and agrees that monetary damages alone would not be adequate compensation to LOC for a breach of this deed by the Recipient and LOC may seek an injunction from a court of competent jurisdiction if:

(i) the Recipient fails to comply, or threaten to comply, with this deed; or(ii) LOC has reason to believe that the Recipient will not comply with this deed.

EXECUTED AS A DEED BY RECIPIENT:

SignatureNamePositionDate



Schedule 6 – Reports

[to be discussed]



Attachment 1 – Request for Proposal

Attachment 2 - Response
