Agreement. Parties. Telstra Corporation Limited (ABN ), of 242 Exhibition Street, Melbourne, Victoria 3000 ( Telstra ) and

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1 Agreement Parties Telstra Corporation Limited (ABN , of 242 Exhibition Street, Melbourne, Victoria 3000 ( Telstra and Smith Smyth & Jones Pty Limited (ABN , a company duly incorporated and having its registered office at Level 10, 1 Market Street, Sydney ( Company Richard John Laws of ( John Laws Background A. Telstra is a supplier of Telecommunications services. B. The Company has rights to the provision of media and advertising services of John Laws and is authorised by him to enter into this agreement. C. John Laws is the host of a radio program broadcast on commercial radio broadcasting station with call sign identifier 2UE in Sydney and 2UE Affiliates each Monday to Friday throughout the year for 46 weeks per year. D. Telstra wishes to retain John Laws services to advertise and promote Telstra and to sponsor the John Laws Program on the terms and conditions set out in this agreement. E. John Laws has agreed to provide his services on the terms and conditions set out in this agreement and acknowledges the obligations of the Company. Operative Provisions 1 Appointment Telstra appoints the Company to provide the Services of John Laws during the Term of this agreement to promote Telstra s Telecommunications services by personal recommendation and endorsement as set out in clause 2. 2 Services Live reads John Laws will read and provide his personal endorsement to 30 second radio commercials live each week during the John Laws Program from advertising scripts provided by Telstra. The number of live reads provided by John Laws will be determined by the amount of air time purchased by Telstra from 2UE and the 2UE Affiliates. In the first 12 months of the Term that number is one per week. John Laws will use best endeavours to state on three occasions each day during the John Laws Program, that either: Telstra Bigpond; Telstra internet; or Telstra Mobile; or Telstra. is the John Laws Program s provider of choice. The choice of telstra laws agreement july 1

2 which service set out in (i to (iv is referred to will be at the direction of Telstra. Telstra will provide John Laws with an address and John Laws will mention this address when asking for comment from his listeners. Telstra has final approval over each script to be read by John Laws, as part of the live read referred to in clause 2.1(a. Sponsorship announcements John Laws will announce that Telstra is a major sponsor of the John Laws Program on three occasions each day during the John Laws Program. John Laws will announce that Telstra is a major sponsor of the Best of John Laws Program on two occasions each Friday during the Best of John Laws Program. The scripts for the sponsorship announcements are to be prepared by Telstra. Other commercials John Laws will appear (voice only in and record up to 2 television commercials in each 12 month period during the Term of this agreement. Recorded Commercials John Laws will record for Telstra one commercial of 30 second duration for each week of the John Laws Program. These commercials will run on 2UE and 2UE Affiliates in program positions outside the John Laws Program or on any other radio station. The particular weekly placements of the recorded commercials will be Promotions determined by Telstra and agreed with 2UE and 2UE Affiliates. John Laws will include up to one Telstra Radio Promotional Campaign in the John Laws Program in each three month period during the Term. Telstra is to supply John Laws with prizes to be given at his discretion to listeners in relation to the Telstra Promotion. Staff motivation John Laws will participate in 1 Telstra staff motivational video each year during the Term of this agreement. Meetings with Telstra John Laws will meet with Telstra as required during the Term of this agreement for briefings and discussion of future direction. John Laws 50th Anniversary tour Telstra is to be a sponsor of the John Laws 50th anniversary tour of Australia in The sponsorship will include the following rights and obligations; Telstra will have branding rights to any material associated with the tour, including but not limited to, touring trucks; Telstra will have signage rights at each outside broadcast or other event associated with the tour; Telstra may have a presence, including but not limited to, building a stand, at an outside broadcast associated with the tour; John Laws will make personal appearances at Telstra shops and 2

3 offices located in areas visited by John Laws as part of the tour, at times and locations to be agreed between the parties. 3 Payment The Fee for each of the three years of the provision of the Services and assignment of rights in the Materials shall be $300,000 plus GST payable by Telstra by equal calendar monthly instalments in advance with the first payment being due on the date of commencement. In the Second and Third year of the provision of the Services and assignment of rights in the Materials, the Fee will increase in accordance with CPI. The Fee contemplates that John Laws will have his program on 2UE 46 weeks each year from 9.00AM to 12 noon and on 61 2UE Affiliates providing similar coverage of the program. Subject to termination rights pursuant to clause 9, if 20% of the 2UE Affiliates listed in Schedule 1 or 1 of the first 5 2UE Affiliates listed in Schedule 1 cease to broadcast the John Laws program, the parties will negotiate in good faith equivalent substitute arrangements commensurate with the reduction in coverage. Telstra will pay the commercial fees required by 2UE and 2UE Affiliates to air the commercials prepared by John Laws for Telstra in clause 2.1(a, 2.1(b, and Undertakings and Warranties Each of the Company and John Laws acknowledges and agrees that the Company shall retain the services of John Laws for the duration of the Term of this agreement to enable him to provide the Services. The Company and John Laws warrant that in providing the Services John Laws shall perform and the Company shall procure that John Laws shall perform all such reasonable and lawful acts as shall be required to ensure that the Services shall be fulfilled. John Laws shall provide the Services to the best of his skill and ability and in a proper and professional manner and will cooperate with the reasonable requirements of Telstra in relation to the performance of the Services. Each of the Company and John Laws warrants that: they have the full right and power to enter into this agreement; they are not under any disability, restriction or prohibition that might prevent John Laws from rendering the services entering into and performing his obligations under this agreement does not breach any of John contractual or other obligations; they have not relied on any representations or warranties other than those in this agreement; The Company warrants that the Company has authority to grant the rights granted to Telstra and such grant of rights does not infringe the rights of any third party. 3

4 5 Telstra Acknowledgment Telstra acknowledges that John Laws, in his role as a public broadcaster may comment on public issues regarding Telstra. 6 Term The Term of this agreement commences on 1 August 2002 and concludes on 30 August 2005 unless terminated earlier in accordance with this agreement (the Term. 7 Liabilities and Indemnities No Liability Subject to clause 7.3(b Telstra will not be liable to the Company or John Laws or any other person for any indirect, special, economic or consequential loss or damage, including loss of revenue, goodwill, data, profits, anticipated savings or opportunity arising out of or in connection with the performance of this agreement. As far as the law permits and unless otherwise specified in this agreement, Telstra excludes all liability to the Company and John Laws (whether arising in contract or tort, under statute or otherwise from any cause whatsoever for any injury, loss, damage, cost or expense relating to or arising from this agreement. John Laws and/or the Company Indemnifies Telstra John Laws and the Company indemnifies and holds Telstra and its officers, employees and agents harmless from all actions, claims, demands, legal costs and other expenses arising out of any breach by John Laws or the Company of any representation, warranty or provision of this agreement. John Laws and the Company will ensure that the provision of the Services shall not be in contravention of the Broadcasting Services Act 1992 or any other state, territory or federal law of Australia. Telstra indemnifies John Laws and Company Telstra will ensure that the Scripts it provides to John Laws to be used pursuant to performing the Services will not be in contravention of any state, territory or federal law (except in so far as the scripts comply with the requirements of the Broadcasting Services Act 1992, which is the responsibility of Macquarie Radio. Telstra indemnifies and holds John Laws and the Company harmless from all actions, claims, demands, legal costs and other expenses arising out of any breach by Telstra of clause 8.3(a Indemnity Survives Termination Each indemnity in this agreement is a continuing obligation, separate and independent from the other obligations of the Company and John Laws or Telstra, as the case may be, and survives termination of this agreement. 8 Exclusivity Restriction John Laws and the Company represent and agree that during the Term of this agreement and for six months after the Term John Laws will not authorise or permit the use of his name, voice, signature, photograph, likeness, image or other services for the purpose of advertising or promoting any Telecommunications products or services provided by any Competitor, nor will John Laws or the Company enter into any other arrangement for the promotion or endorsement of Telecommunications products or services, without Telstra s written approval. 4

5 8.2 Consult with Telstra John Laws and the Company must consult with Telstra if he is not sure whether a person is a Competitor or whether a product or service is a Telecommunications product or service. Telstra is to determine in its sole reasonable discretion whether a person is a Competitor. 9 Ownership and rights to materials The Company and John Laws each acknowledge and agree that the property and all rights, including the copyright and any other Intellectual Property Rights, in and to the Materials shall be owned by Telstra. The Company and John Laws each further acknowledge and agree that they have no right, title or interest in the Materials produced pursuant to this agreement. 10 Limitations The Company discloses that it has entered into an agreement to provide 2UE certain services relating to the John Laws Program and that the Company has undertaken that it is entitled to the exclusive services of John Laws sufficient to satisfy its obligations under that agreement. Subject to Telstra s rights under clause 12.1 to terminate this agreement and to bring an action for any other breach of this agreement, nothing contained in this agreement shall limit the obligations of John Laws to 2UE under the agreement referred to in clause 10 (a under which he is required to follow any reasonable direction, restriction or procedure as may be communicated to the Company from time to time and with an obligation to observe the program guidelines, policies and advertising guidelines of 2UE and the matters referred to in clause Termination Termination Telstra or the Company may terminate this agreement immediately by giving the other party written notice if the other party: (a breaches a term of this agreement and, if the breach is capable of being remedied, fails to remedy the breach within 14 days of receiving a written notice setting out the breach; or goes into liquidation, has a receiver, receiver and manager, administrator or similar person appointed, enters into a scheme of arrangement with creditors or is unable to pay its debts as and when they fall due. Termination by Telstra In addition to clause 12.1, Telstra may terminate this agreement immediately by written notice to the Company and John Laws if: (a (a (a (a the Company or John Laws refuses to perform any material terms or conditions of this agreement; 2UE ceases to broadcast the John Laws Program on 2UE and John Laws does not, within 30 days, enter into an arrangement to host a radio program similar in style, content and time to the John Laws Program with another commercial radio broadcasting station; John Laws fails to fulfil any obligations pursuant to this agreement due to persistent illness, injury accident or death of John Laws; John Laws is charged with any offence under the provision of any law the penalty for which is the imposition of a fine of $1,000 or which renders him liable to be sentenced to a period of detention; 5

6 (a 40% of the 2UE Affiliates listed in Schedule 1 or 3 of the first 5 2UE Affiliates listed in Schedule 1 cease to broadcast the John Laws Program. Refund if Agreement is Terminated Without affecting any other rights which Telstra may have, on termination of this agreement under clause 11.1 or 11.2 the Company must refund to Telstra within 30 days an amount for any portion of the period of the Term which has been paid for but which has not yet expired. Telstra Advertisements Within 30 days of the end or termination of this agreement, the Company and John Laws must, at Telstra s option, either deliver to Telstra or destroy all copies of any Telstra Advertisements produced by it or provided by Telstra under this agreement. Use of commercials From the termination of this agreement, Telstra will cease to use or exhibit any radio or television commercial using the voice image or endorsement of John Laws without the consent of the Company or John Laws. Within 14 days of the termination of this agreement John Laws will deliver to Telstra any Materials or other thing in his possession or control which is the property of Telstra. 12 Confidentiality Agreement Confidential The terms of this agreement are confidential between Telstra, the Company and John Laws Exceptions Clause 12.1 does not prevent the disclosure: 13 Privacy Each party: (a (a (a 14 GST by any party of the existence of this agreement; or by the Company or John Laws of the terms of this agreement to the extent necessary to comply with the Broadcasting Services Act 1992 and any applicable standards, licence conditions or codes of practice made pursuant thereto; or by Telstra, of the terms of this agreement or matters arising from this agreement, to its shareholders, the Commonwealth of Australia, or to the Commonwealth of Australia s nominee if a shareholder resolution requires the disclosure; by Telstra if required or authorised by any law, including the Telstra Corporation Act; and by Telstra, as required by the listing rules of any stock exchange where Telstra s securities are listed or quoted. acknowledges that it is bound by the Privacy Act 1988 (Cth; agrees to treat Personal Information disclosed to it by the other party, with the same standard of care as it treats other Personal Information held by it; and agrees to comply with National Privacy Principle 1.3 contained in the Privacy Act 1988 (Cth in relation to Personal Information it discloses to the other party. Subject to the provisions of this clause, if GST is imposed on any supply made under this agreement by one party (referred to in this 6

7 clause as the supplying party to another party (referred to in this clause as the receiving party and GST has not been taken into account when determining the consideration payable for the supply, the receiving party must pay, in addition to and at the same time as that consideration is payable or to be provided for the supply, an additional amount calculated by multiplying that consideration (without deduction or set-off by the prevailing GST rate. The receiving party is not required to pay any amount of GST to the supplying party unless the supplying party has made demand for payment by means of a Tax Invoice. If the amount of GST recovered by the supplying party from the receiving party differs from the amount of GST payable at law by the supplying party in respect of the supply, the amount payable by the receiving party to the supplying party will be adjusted accordingly. The supplying party warrants that it will comply with the provisions of Part VB of the Trade Practices Act 1974 (Cth in relation to passing on to the receiving party the benefit resulting from any abolition or reduction of taxes undertaken in conjunction with the introduction of GST. 15 Compliance with the Act It is acknowledged and agreed that this Agreement and the Services must comply with the Act, the Code, each Standard and the 2UE Licence Conditions issued by the ABA on 27 March 2000 and the Licence conditions set out in Schedule 2 of the Act. 16 General Assignment It is acknowledged and agreed that this agreement must be disclosed by the Company to 2UE and that under the Code: John Laws must make an on-air disclosure which complies with clause 7 of the Broadcasting Service (Commercial Radio Current Affairs Disclosure Standard 2000; This Agreement must be disclosed in a register maintained by 2UE in accordance with paragraph 9 of that Code as a commercial Agreement; The register maintained by 2UE must identify: the date of this agreement; the parties to this agreement; a brief description of the obligations of John Laws under this Commercial Agreement; the identity of Telstra being the party providing the benefit or consideration under the Commercial Agreement; that the consideration under the Commercial Agreement is more than $100, per annum; and that details of the Commercial Agreement will be included in the 2UE website and disclosed to the ABA. Telstra may in its absolute discretion assign or otherwise deal 7

8 with this agreement or a right under this agreement to any member of the Telstra Group or any successor of Telstra. Other than as set out in clause 17.1(a, a party must not assign or otherwise deal with this agreement or a right under this agreement to any person without the written consent of the other party. Entire Agreement This agreement supersedes all previous representations, communications and agreements concerning its subject matter Governing Law and Jurisdiction This agreement is governed by the law in force in New South Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts in the jurisdiction of New South Wales and any court of appeal from those courts Force Majeure Neither party is required to perform its obligations under this agreement if it is impossible to do so because of events beyond their reasonable control Waiver and Variation A provision of or a right created under this agreement may not be: waived, except in writing signed by the party granting the waiver; or varied, except in writing signed by all the parties. Severance Any provision of this agreement will be read down to the extent necessary to prevent that provision or this agreement being invalid, voidable or unenforceable in the circumstances. If, despite clause 17.6(a, a provision of this agreement is still invalid or voidable: if the provision would not be invalid or voidable if a word or words were omitted, that word or those words will be deleted; and in any other case, the whole provision will be deleted, and the remainder of this agreement will continue to have full force and effect. Relationship The parties to this agreement are independent contractors, and no party may bind the others without the others prior written consent. Nothing in this agreement shall be taken to appoint any party as the employee or agent of or joint venturer any other party Notices A notice required by this agreement: must be in writing; and may be served personally by hand or by sending it to the other party s address or facsimile number as follows: Telstra: Address: 14/400 George Street, Sydney Facsimile: Attention: Peta Stratford- George John Laws: Address: Horwarth (NSW Pty Ltd Level 10, 1 Market Street, Sydney 2000 Facsimile: Attention: W. Shorrock 8

9 17 Definitions and Interpretations Definitions 2UE means Radio 2UE Sydney Pty Limited ACN and includes its successors and assigns. 2UE Affiliate means any related corporation of 2UE (as defined in the Corporations Law carrying on the business of commercial radio broadcasting and associated activities and any commercial radio station that contracts with 2UE or Sky Broadcasting Network for the right to broadcast the John Laws Program. ABA means the Australian Broadcasting Authority Act means the Broadcasting Services Act 1992 (Cth Advertisements means any communication or display which promotes a person, product or service, including, without limitation, television commercials, cinema commercials, voice-overs, posters, audio visual aids, point of sale material, slogans and catch phrases, scripts, lyrics, music, jingles, video films, radio commercials, photographs, portraits, cartoons, caricatures, public relations material, packaging and press and newspaper advertising. Best of John Laws Program means the part of the John Laws Program broadcast between the hours of 11.00AM and 12 noon of each Friday that the John Laws Program is broadcast. Code means a code of practice of licensees registered by the ABA under section 123 of the Act. Commercial Agreement means an agreement, arrangement or understanding, whether committed to writing or not: (a one of the purposes of which is that a presenter or part-time presenter or an associate of a presenter or a part-time presenter: (b promotes a third party and/or its products or services or interests; or refrains from making negative comments about a sponsor; or provides consultancy services in respect of publicity, promotion or public relations; in exchange for any benefit or valuable consideration; or which imposes obligations on a presenter or part-time presenter to provide services and pursuant to which the presenter or part-time presenter or an associate or a presenter or part-time presenter receives from a person other than licensees, any benefit or consideration of $25, or more per annum. Competitor means any person who: (b (b in any way competes with the Telstra Group or its products or services; or is involved in the Telecommunications industry. Fee means the fee payable to the Company as set out in Clause 4 of this agreement. GST has the same meaning as in the A New Tax System (Goods and Services Tax Act 1999 (Cth. Intellectual Property Rights includes rights of any kind in: (a inventions, discoveries and novel designs (whether or not registered or registrable as patents or designs, including developments or improvements of equipment, products, technology, processes, methods and techniques; copyright (including future copyright throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which 9

10 copyright subsists or may in the future subsist; trade secrets; trade and service marks (whether registered or unregistered; and proprietary rights under the Circuit Layouts Act (Cth John Laws Program means the radio program hosted by John Laws and broadcast as at the date of this agreement on radio station with call sign identifier 2UE in Sydney and the 2UE Affiliates each Monday to Friday throughout the year for 46 weeks each calendar year. Licence Condition means a condition imposed on 2UE s commercial radio licence by the Act or under the Act including the conditions in Schedule 2 of the Act and the 2UE Licence Conditions 27 March 2000 issued by the ABA. Materials means the materials produced pursuant to the performance of the Services. Moral Rights mean any moral rights under Part IX of the Copyright Act 1968 (Cth or any other analogous rights, that exist, or that may come to exist, anywhere in the world. Personal Information means information or an opinion (including information or an opinion forming part of a database, whether true or not, and whether recorded in a material form or not: (a(b about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion; or about the affairs or personal particulars of a legal entity such as a company or a business, which is received or learnt by each party s employees, agents, consultants or subcontractors from any source as a consequence of or in the performance of its rights and obligations under this agreement. Scripts means the written material provided to John Laws by Telstra in order for the Company and John Laws to provide the Services. Services means the services provided by John Laws and the Company and rights given to Telstra as set out in clauses 1 and 2. Sponsorship Announcements means a statement to the effect that Telstra is a major sponsor of the John Laws Program. Tax Invoice has the same meaning as in the A New Tax System (Goods and Services Tax Act 1999 (Cth. Telecommunications means all telecommunications products and services anywhere in the world associated with the provision of: (a(c voice, text, data and image transmission; directory services; business, domestic and mobile telephones; telephone systems (including mobile communications networks; radio paging products and services; corporate answering machines; pay television; and internet services. Telstra Group means: (a(d Telstra; all related bodies corporate (as defined in section 50 of the Corporations Law of Telstra; 10

11 all bodies corporate, trusts, unincorporated joint ventures or other business associations in which a member of the Telstra Group has a shareholding or participation interest; and all unincorporated or incorporated joint ventures or business associations in which (a, (b or (c above has a shareholding or participation interest. Telstra Radio Promotional Campaign means a promotional campaign involving competitions to promote Telstra Telecommunications products and services and which provides listeners of the John Laws Program with an opportunity to win Telstra prizes. Term has the meaning described in clause 6 of this agreement Interpretations In this agreement, unless the context otherwise requires: words in the singular include the plural and vice versa and references to any gender includes the other gender; person includes natural persons and incorporated persons and unincorporated bodies or entities, as well as a persons legal representatives, successors and permitted assigns; schedules or annexures to this agreement form part of this agreement; if a word or phrase is defined, another grammatical form of that word or phrase has a corresponding meaning; and headings do not affect interpretation. EXECUTED as an agreement 11

12 Agreement Schedule 1 1 2UE Sydney 2 4BC Brisbane 3 2HD Newcastle 4 2CC Canberra 5 Magic 107 Hobart 6 4GR Toowoomba 7 3GV Gippsland 8 3BOFM Bendigo 9 Radio Ten-71 Maryborough/Bendigo 10 4CC Gladstone 11 2AY Albury/Wodonga 12 2ST Nowra 13 Tote Sport Scottsdale 14 Tote Sport Launceston 15 MIX FM Darwin 16 2WG Wagga Wagga 17 2MC FM Port Macquarie 18 5CS Port Pirie 19 3NE Wangaratta 20 2RG Griffith telstra laws agreement july 12

13 Agreement Signing page SIGNED BY as authorised representative for TELSTRA CORPORATION LIMITED in the presence of: Signature of witness Name of witness (block letters Address of witness Occupation of witness By executing this agreement the signatory warrants that the signatory is duly authorised to execute this agreement on behalf of TELSTRA CORPORATION LIMITED SIGNED BY as authorised representative for SMITH SMYTH & JONES PTY LIMITED in the presence of: Signature of witness Name of witness (block letters Address of witness Occupation of witness By executing this agreement the signatory warrants that the signatory is duly authorised to execute this agreement on behalf of SMITH SMYTH & JONES PTY LIMITED telstra laws agreement july 13

14 SIGNED BY RICHARD JOHN LAWS in the presence of: Signature of witness Name of witness (block letters Address of witness Occupation of witness DATED: telstra laws agreement july Agreement 26 April

15 Agreement Dated Telstra Corporation Limited ( Telstra Smith Smyth & Jones Pty Limited ( Company Richard John Laws ( John Laws Mallesons Stephen Jaques Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 T F DX 113 Sydney telstra laws agreement july Agreement i

16 Agreement Contents 1 Appointment 1 2 Services Live reads Sponsorship announcements Other commercials Recorded Commercials Promotions Staff motivation Meetings with Telstra John Laws 50th Anniversary tour 2 3 Payment 3 4 Undertakings and Warranties 3 5 Telstra Acknowledgment 4 6 Term 4 7 Liabilities and Indemnities No Liability John Laws and/or the Company Indemnifies Telstra Telstra indemnifies John Laws and Company Indemnity Survives Termination 4 8 Exclusivity Restriction Consult with Telstra 5 9 Ownership and rights to materials 5 10 Limitations 5 11 Termination Termination Termination by Telstra Refund if Agreement is Terminated Telstra Advertisements Use of commercials 6 12 Confidentiality Agreement Confidential Exceptions 6 ii

17 Agreement Contents 13 Privacy 6 14 GST 6 15 Compliance with the Act 7 16 General Assignment Entire Agreement Governing Law and Jurisdiction Force Majeure Waiver and Variation Severance Relationship Notices 8 17 Definitions and Interpretations Definitions Interpretations 11 iii