Attached files
| file | filename |
|---|---|
| 10-K - Cliff Rock Resources Corp. | v198878_10k.htm |
| EX-31.1 - Cliff Rock Resources Corp. | v198878_ex31-1.htm |
| EX-14.1 - Cliff Rock Resources Corp. | v198878_ex14-1.htm |
| EX-32.1 - Cliff Rock Resources Corp. | v198878_ex32-1.htm |
| EX-31.2 - Cliff Rock Resources Corp. | v198878_ex31-2.htm |
| EX-32.2 - Cliff Rock Resources Corp. | v198878_ex32-2.htm |
Partner
Content Services Agreement
Dated
Virtual
Medical Centre Ltd. (ABN 12 097 593 587) (“VMC”)
|
Details
|
1
|
|
|
General
terms
|
2
|
|
|
1
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Interpretation
|
2
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|
1.1
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Definitions
|
2
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1.2
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References
to certain general terms
|
7
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1.3
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Headings
|
8
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|
2
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Rights
and obligations
|
8
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|
2.1
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Telstra’s
Rights & Obligations
|
8
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2.2
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VMC’s
Rights & Obligations
|
9
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2.3
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Reporting
and review
|
11
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|
3
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Advertising
Services
|
11
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|
3.1
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To
be provided by Sensis MediaSmart
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11
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3.2
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Advertising
Revenue
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11
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3.3
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Existing
Advertisers
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11
|
|
4
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Fees
and Reporting
|
13
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4.1
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Commencement
of payment obligations
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13
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4.2
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Monthly
Payments
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13
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4.3
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Payment
method
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14
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|
5
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Goods
and services tax (GST)
|
15
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5.1
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Consideration
does not include GST
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15
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5.2
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Recovery
of GST
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15
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5.3
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Time
of payment
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15
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5.4
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Adjustment
of additional amount
|
15
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5.5
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Reimbursement
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15
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6
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Intellectual
Property Rights
|
15
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6.1
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Telstra
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15
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6.2
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VMC
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16
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6.3
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Infringement
Claims
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16
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|
7
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Representations
and warranties
|
18
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7.1
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VMC
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18
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7.2
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Telstra
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20
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8
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Indemnity
& Insurance
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20
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8.1
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Indemnity
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20
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8.2
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Insurance
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21
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|
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Partner
Content Services Agreement
|
i
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|
9
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VMC
Member Information & Privacy
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21
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9.1
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Ownership
of member information
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21
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9.2
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Consent
to display
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21
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9.3
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Compliance
with privacy laws
|
22
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|
10
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Exclusivity
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22
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10.1
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No
duplication of VMC Content online or on mobile
|
22
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10.2
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Exception
|
22
|
|
11
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Future
Option
|
23
|
|
12
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Confidentiality
|
23
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12.1
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Public
announcements
|
23
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12.2
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Confidentiality
|
23
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|
13
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Dispute
Resolution
|
23
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13.1
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Injunctive
or interim relief
|
23
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13.2
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Initial
attempt at resolution
|
23
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13.3
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Mediation
|
24
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13.4
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Appointment
of mediator
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24
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13.5
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Termination
of mediation
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24
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14
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Term
and termination
|
24
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14.1
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Initial
Term
|
24
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14.2
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Option
to Renew
|
24
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14.3
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Either
party’s right to terminate
|
25
|
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14.4
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Telstra’s
right to terminate
|
25
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14.5
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Consequences
of termination
|
25
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|
15
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Force
Majeure
|
26
|
|
16
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Notices
and other communications
|
27
|
|
16.1
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Form
|
27
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|
16.2
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Delivery
|
27
|
|
16.3
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When
taken to be received
|
27
|
|
17
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General
|
28
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17.1
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Assignment
|
28
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17.2
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Discretion
in exercising rights
|
28
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17.3
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Partial
exercising of rights
|
28
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17.4
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No
liability for loss
|
28
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17.5
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Remedies
cumulative
|
28
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17.6
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Variation
and waiver
|
28
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17.7
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Construction
|
28
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17.8
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Counterparts
|
29
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17.9
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No
partnership or agency
|
29
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17.10
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Severability
|
29
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17.11
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Entire
agreement
|
29
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17.12
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Jurisdiction
|
29
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Partner
Content Services Agreement
|
ii
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Schedule
1 - Service Levels
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|
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Schedule
2 – BP Header and Footer Mock Up
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Schedule
3 – Insurance Policies
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Schedule
4 – Fees and Payments
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Schedule
5 - Site Representation Agreement
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|
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Schedule
6 - Virtual Medical Centre Website Domains
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Signing
page
|
30
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Partner
Content Services Agreement
|
iii
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Partner
Content Services Agreement
Details
|
Parties
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||
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Name
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||
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ABN
|
||
|
Address
|
||
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Telephone
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||
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Fax
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||
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Attention
|
Richard
Hinchliffe, Commercial & Strategy
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|
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Name
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ABN
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||
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Address
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||
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Telephone
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||
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Fax
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||
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Attention
|
Wayne
Hughes, Managing Director
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|
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A
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||
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B
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VMC
operates the VMC Website which provides virtual medical and disease
education and resources to consumers, general practitioners and medical
specialists.
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C
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VMC
and Telstra agree that VMC will provide a service to Telstra which offers
the Consumer VMC Website as a co-branded health education website (“Service”), and Telstra
will provide a link to the Consumer VMC Website via a button from the
BigPond Website homepage thus incorporating the Consumer VMC Website into
the BigPond network of websites.
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|
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Governing
law
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||
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Date
of agreement
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The
date this Agreement is signed by the last party.
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Partner
Content Services Agreement
|
1
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Partner Content Services Agreement
General
terms
|
1
|
Interpretation
|
|
Definitions
|
Advertising Services has the
meaning given in clause 3.1
Agreement means this agreement
including the Schedules.
BigPond Health Button has the meaning
given in clause 2.1(a).
BP Header and Footer means the
BigPond branded header and footer overlay to be placed on the pages of the
Consumer VMC Website as displayed in Schedule 2.
BigPond Users means users of
the BigPond Website.
BigPond WAP Portal means
Telstra’s BigPond branded wireless application protocol portal.
BigPond Website means the
website operated by Telstra currently located at www.bigpond.com.
Consumer VMC Website means the
webpages of the VMC Website which are designed for the general
public.
Corporations Act means the
Corporations Act 2001
(Cth) as amended from time to time.
Cumulative Amount Paid means,
at any given point in time during any year of the Term, the total amount paid by
Telstra to VMC pursuant to this Agreement for the period up until that time,
excluding any amounts paid as VMC Commission.
Cumulative Minimum Guarantee
Amount means the portion of the Minimum Guarantee which must be paid to
VMC by Telstra following the conclusion of a certain month during any year of
the Term as set out in Schedule 4, Part B.
Details means the details page
at the front of this Agreement.
|
|
Partner
Content Services Agreement
|
2
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Dispute includes any dispute,
controversy, difference or claim arising out of or in connection with this
Agreement or the subject matter of this agreement, including any question
concerning its formation, validity, interpretation, performance, breach and
termination.
Distributed Advertising
Revenue has the meaning set out in clause 3.2.
Existing Advertisers Revenue Share
has the meaning set out in clause 3.3(c).
Further Term has the meaning
given in clause 14.2.
GST has the meaning it has in
the GST Act.
GST Act means the A New Tax
System (Goods and Services Tax) Act 1999 (Cth).
Infringement Claim means a
claim by any person that their rights (including Intellectual Property Rights)
may be infringed by the Service, VMC Website, any VMC Content or the VMC Brand
Materials.
Initial Term has the meaning
given in clause 14.1.
Input Tax Credit has the
meaning it has in the GST Act.
A person
is Insolvent
if:
|
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(a)
|
it
is (or states that it is) an insolvent under administration or insolvent
(each as defined in the Corporations Act);
or
|
|
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(b)
|
it
has a controller (as defined in the Corporations Act) appointed, is in
liquidation, in provisional liquidation, under administration or wound up
or has had a Receiver appointed to any part of its property;
or
|
|
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(c)
|
it
is subject to any arrangement, assignment, moratorium or composition,
protected from creditors under any statute, dissolved (other than to carry
out a reconstruction or amalgamation while solvent on terms approved by
the other parties to the agreement);
or
|
|
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(d)
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an
application or order has been made (and, in the case of an application, it
is not stayed, withdrawn or dismissed within 30 days), resolution passed,
proposal put forward, or any other action taken, in each case in
connection with that person, which is preparatory to or could result in
any of (a), (b) or (c) above; or
|
|
ã Mallesons Stephen
Jaques
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Partner
Content Services Agreement
|
3
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(e)
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it
is taken (under section 459(F)(1) of the Corporations Act) to have failed
to comply with a statutory demand;
or
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(f)
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it
is the subject of an event described in section 459(C)(2)(b) or section
585 of the Corporations Act (or it makes a statement from which the Agent
reasonably deduces it is so subject);
or
|
|
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(g)
|
it
is otherwise unable to pay its debts when they fall due;
or
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(h)
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something
having a substantially similar effect to ((a)) to ((g)) happens in
connection with that person under the law of any
jurisdiction.
|
Insurance Policies means the
insurance policies set out in Schedule 3.
Intellectual Property Rights
means all registered and unregistered rights in relation to present and future
copyright, trade marks, designs, know-how, patents, confidential information and
all other intellectual property as defined in article 2 of the Convention
establishing the World Intellectual Property Organisation 1967.
Launch Date means the day
that:
|
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(a)
|
the
BigPond Health Button is
operational;
|
|
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(b)
|
the
BP Header and Footer is placed on each page of the Consumer VMC Website;
and
|
|
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(c)
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Sensis
Pty Limited has commenced providing Advertising Services to the VMC
Website in accordance with clause
3.1.
|
Member Information means any
Personal Information or Sensitive Information collected by VMC directly from
users of the Consumer VMC Website, including, without limitation, all member
registration information, member profiles, patient histories, personal journals,
video logs, photographic images of users and information posted by users on
forums or blogs on the VMC Website.
Minimum Guarantee means the
amount which Telstra must pay to VMC in any year of the Term (excluding amounts
paid as VMC Commission) as set out in Schedule 4, Part A.
|
ã Mallesons Stephen
Jaques
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Partner
Content Services Agreement
|
4
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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 material form or not,
about an individual whose identity is apparent, or can reasonably be
ascertained, from the information or opinion.
Privacy Act means the Privacy
Act 1988 (Cth).
Privacy Laws means the Privacy
Act, the Spam Act 2003 (Cth), the Telecommunications Act 1997 (Cth), the Privacy
Policy issued by Telstra from time to time (available at: www.telstra.com.au/privacy), and any
other legislation, principles, industry codes and policies relating to the
handling of Personal Information.
Related Entity has the meaning
ascribed to it in the Corporations Act 2001
(Cth).
Representative of a party
means an employee, officer, director, auditor, advisor, agent or contractor of
that party (except that VMC will not be taken to be a Representative of
Telstra).
Revenue Share means the VMC
Revenue Share and the Existing Advertiser Revenue Share for a given
month.
Sensitive Information has the
meaning ascribed to it in the Privacy Act.
Service has the meaning given
in Recital C.
Service Level Rebates mean the
service level rebates set out in paragraphs 2.4 and 4.2 of Schedule 1, which Telstra may elect to
enforce at its discretion.
Service Levels mean the
standard of service and performance required from VMC under this Agreement and
including those set out in Schedule 1.
Site Representation Agreement
or SRA means the
Site Representation Agreement entered into between VMC and Sensis Pty Limited on
or around 19 December 2008, attached as Schedule 5 to this
Agreement.
Tax Invoice has the meaning it
has in the GST Act.
Telecommunications Category
means telecommunications products, services and equipment and the
provision of telecommunications products, services and equipment in the
wholesale, retail, domestic and international sectors including:
|
ã Mallesons Stephen
Jaques
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Partner
Content Services Agreement
|
5
|
|
|
(a)
|
fixed
and mobile telecommunications such as SMS, WAP, WAP over GPRS, EDGE, EMS,
MMS, i-mode®, UMTS (all generations 1G, 2G, 2.5G, 3G, 4G and other
generations), 1X, 1x RTT, CDMA, WCDMA, CDMA-2000, Wi Fi, Blue Tooth, M
commerce, DVB-H to Mobile Telephony Enabled
Devices;
|
|
|
(b)
|
Internet
carriage, Internet services and data carriage services (including the
provision of online content, web-casting and
web-hosting);
|
|
|
(c)
|
broadband
telecommunications services and location based
services;
|
|
|
(d)
|
fixed
and mobile telecommunications platforms and
networks;
|
|
|
(e)
|
the
business of a fixed or mobile telecommunications product or service
provider or mobile telecommunications service provider including a
Carrier, Carriage Service Provider or Internet Service Provider (as those
terms are defined in the Telecommunications Act 1997
(Cth));
|
|
|
(f)
|
directory
services related to telecommunications services, without limitation, the
1234 service, Yellow and White Pages service and the Whereis service;
and,
|
|
|
(g)
|
any
other products or services supplied or procured by a Carrier, Carriage
Service Provider or Internet Service Provider (as those terms are defined
in the Telecommunications Act 1997
(Cth)).
|
Telstra Brand Guidelines mean
the Telstra BigPond brand guidelines located at http://brand.bigpond.com (username: guest, password:
bigpond)
Telstra Brand Materials means
any trade marks, logos, designs, or other content owned by Telstra and provided
by Telstra to VMC under this Agreement and including the BP Header and
Footer.
Telstra Competitor means any
person that:
|
|
(a)
|
is
involved in advertising supported online publishing and/or advertising
supported mobile publishing; and/or
|
|
ã Mallesons Stephen
Jaques
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Partner
Content Services Agreement
|
6
|
|
|
(b)
|
competes
with Telstra or provides products or services that are the same as or
similar to those included in the Telecommunications
Category,
|
and
includes, without limitation, 9MSN, News Limited, Yahoo!7, Google, Channel Ten,
Fairfax Media Limited, Australian Broadcasting Corporation and APN News &
Media Limited.
Term means the Initial Term
and any Further Term.
VMC Brand Materials means any
trade marks, logos, designs, or other content owned by VMC and provided to
Telstra under this Agreement.
VMC Commission has the meaning
set out in clause 3.3(c).
VMC Content means the content
and images comprising the Consumer VMC Website and includes the VMC Video
Material.
VMC Medical Professional
Website means the webpages of the VMC Website which are designed for, and
can only be accessed by, verified medical practitioners.
VMC Revenue Share means 50% of
the Distributed Advertising Revenue.
VMC Video Material means the
video content on the VMC Website.
VMC Website means the website
operated by VMC currently located at the domains set out in Schedule 6 and more
particularly consisting of the Consumer VMC Website and the VMC Medical
Professional Website.
|
1.2
|
References
to certain general terms
|
Unless
the contrary intention appears, a reference in this Agreement to:
|
|
(a)
|
(variations or
replacement) a document (including this Agreement) includes any
variation or replacement of it;
|
|
|
(b)
|
(clauses, annexures and
schedules) a clause, annexure or schedule is a reference to a
clause in or annexure or schedule to this
Agreement;
|
|
|
(c)
|
(singular includes plural)
the singular includes the plural and vice
versa;
|
|
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(d)
|
(person) the word
“person” includes an individual, a firm, a body corporate, a partnership,
a joint venture, an unincorporated body or association, or any Government
Agency;
|
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ã Mallesons Stephen
Jaques
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Partner
Content Services Agreement
|
7
|
|
|
(e)
|
(dollars) Australian
dollars, dollars, A$ or $ is a reference to the lawful currency of
Australia;
|
|
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(f)
|
(calculation of time) a
period of time dating from a given day or the day of an act or event, is
to be calculated exclusive of that
day;
|
|
|
(g)
|
(reference to a day) a
day is to be interpreted as the period of time commencing at midnight and
ending 24 hours later;
|
|
|
(h)
|
(meaning not limited)
the words “including”, “for example” or “such as” when introducing
an example, does not limit the meaning of the words to which the example
relates to that example or examples of a similar kind;
and
|
|
|
(i)
|
(time of day) time is a
reference to Sydney time.
|
|
1.3
|
Headings
|
Headings
(including those in brackets at the beginning of paragraphs) are for convenience
only and do not affect the interpretation of this Agreement.
|
2
|
Rights
and obligations
|
|
2.1
|
Telstra’s
Rights & Obligations
|
During
the Term, Telstra:
|
|
(a)
|
must
place a link to the Consumer VMC Website via a button on the BigPond
Website homepage (“BigPond Health
Button”);
|
|
|
(b)
|
has
the exclusive right to sell, or have its Related Entity Sensis Pty Ltd
(Sensis MediaSmart) sell, all advertising inventory on the Consumer VMC
Website in accordance with clause 3;
and
|
|
|
(c)
|
must
provide an account manager at Sensis MediaSmart who will sell health
advertising and sponsorship for the Consumer VMC Website, and attend a
monthly meeting with a representative of VMC to monitor advertising sales
performance on the Consumer VMC
Website;
|
|
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(d)
|
must
provide unmetered access to the Consumer VMC Website for BigPond
members;
|
|
ã Mallesons Stephen
Jaques
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Partner
Content Services Agreement
|
8
|
|
|
(e)
|
may
stream, or make available for temporary download, the VMC Video Material
owned by VMC via the BigPond Website or the BigPond WAP Portal, and in
exercising this right, Telstra may:
|
|
|
(i)
|
in
its absolute discretion, give away the VMC Video Material owned by VMC or
charge customers fees to view, access or otherwise view the VMC Video
Material owned by VMC; and/or
|
|
|
(ii)
|
sell
advertising for associated exhibition with the VMC Video Material owned by
VMC;
|
|
|
(f)
|
may
use, in all forms of media, the VMC Brand Materials and the VMC Content,
for the purposes of marketing the Consumer VMC Website and/or the BigPond
Health Button;
|
|
|
(g)
|
must
promote the Consumer VMC Website and/or the BigPond Health Button on the
BigPond Website;
|
|
|
(h)
|
must
use reasonable endeavours to promote the Consumer VMC Website and/or the
BigPond Health Button through other Telstra
channels.
|
|
2.2
|
VMC’s
Rights & Obligations
|
During
the Term, VMC must:
|
|
(a)
|
develop,
design, construct, host, support and maintain the VMC
Website;
|
|
|
(b)
|
source
and publish all VMC Content;
|
|
|
(c)
|
provide
a point of contact at VMC to work with Telstra’s network advertising team
to develop integrated advertising products on the VMC website and revise
site layout and design to maximise advertising opportunities as
appropriate;
|
|
|
(d)
|
ensure
that the operation and hosting of the Consumer VMC Website is
uninterrupted and free from errors and material
defects;
|
|
|
(e)
|
provide
the Service and run the Consumer VMC Website in accordance with the
Service Levels;
|
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ã Mallesons Stephen
Jaques
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Partner
Content Services Agreement
|
9
|
|
|
(f)
|
perform
its obligations under this Agreement to a consistently high standard and
in accordance with any applicable industry accepted codes of practice
using appropriately qualified and trained personnel and due care, skill
and diligence;
|
|
|
(g)
|
provide
the Service to BigPond Users at a high standard of quality, functionality,
speed and efficiency that is no less than the standards of service which
Telstra provides to BigPond Users, and VMC shall achieve or exceed the
Service Levels;
|
|
|
(h)
|
give
Telstra, on reasonable notice, full, free and safe access and assistance
to carry out tests of the VMC Website from time to
time;
|
|
|
(i)
|
co-brand
the Consumer VMC Website as a BigPond/VMC site by including on each page
of the Consumer VMC Website, the BP Header and
Footer;
|
|
|
(j)
|
carry
out changes to the Consumer VMC Website as requested by Telstra from time
to time as soon as reasonably practicable following Tesltra’s request for
such change;
|
|
|
(k)
|
ensure
that any user of the VMC Medical Professional Website or Consumer VMC
Website is legally eligible for participation and has agreed to the
applicable registration terms and the VMC privacy policy prior to using
those sites;
|
|
|
(l)
|
the
BP Header and Footer shall be fully functional and allow users of the VMC
Website to navigate to destinations via the tabs on the BP Header and
Footer.
|
|
|
(m)
|
obtain
prior written approval from Telstra to all marketing
material;
|
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(n)
|
comply
with all applicable laws, regulations and industry codes in relation to
the Service, VMC Website, the VMC Content and when performing its
obligations under this Agreement;
|
|
|
(o)
|
ensure
that it and its employees, directors, agents and contractors do not engage
in any conduct that is likely (in Telstra’s reasonable opinion) to harm
the name or reputation of Telstra, or any Related Entity of Telstra, or
may bring Telstra, any related Entity of Telstra, the BigPond brand, or
the VMC Website into disrepute;
|
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ã Mallesons Stephen
Jaques
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Partner
Content Services Agreement
|
10
|
|
|
(p)
|
ensure
that it has and continues to have, for the duration of the Term, all
necessary licences and approvals (whether regulatory or otherwise) to
provide the Service and the VMC Website;
and
|
|
|
(q)
|
place
any Omniture and AC Neilson tracking code provided by Telstra on each page
of the Consumer VMC Website.
|
|
2.3
|
Reporting
and review
|
|
|
(a)
|
VMC
will provide monthly reports to Telstra within 7 days of the end of each
month setting out VMC’s
performance against each of the Service Levels in the previous month as
set out in Schedule 1.
|
|
|
(b)
|
The
parties will meet regularly and no less than once per quarter to discuss
the performance of their obligations under this
Agreement.
|
|
3
|
Advertising
Services
|
|
3.1
|
To
be provided by Sensis MediaSmart
|
VMC
acknowledges that, during the Term, Telstra’s Related Entity, Sensis Pty
Limited, shall be the exclusive provider of advertising services to the VMC
Website (“Advertising
Services”) in accordance with the Site Representation
Agreement.
|
3.2
|
Advertising
Revenue
|
As set
out in the Site Representation Agreement, each month, the Net Advertising
Revenue (as defined in the SRA) for that month, less the Commission (as defined
in the SRA) (the “Distributed Advertising Revenue”) shall be
paid directly to Telstra and Telstra shall pay VMC its share of the Distributed
Advertising Revenue as set out in clause 4.2(b) or 4.2(c).
|
3.3
|
Existing
Advertisers
|
XXXXXXXXX
|
|
(a)
|
Telstra
acknowledges that VMC has an existing relationship with XXXXXXXX (“Existing
Advertiser”).
|
|
|
(b)
|
During
the Term, advertising for the Existing Advertiser shall be booked and
served directly through VMC and, each month, Telstra will invoice the
Existing Advertiser for advertising fees payable (as notified by VMC to
Telstra from time to time).
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(c)
|
Subject
to clause 3.3(g) Telstra shall pay VMC XXX of the amount it
receives from the Existing Advertiser under clause 3.3(b) as commission
for booking and serving the advertising (“VMC Commission”) and the
remaining amount received under clause 3.3(b) shall be shared equally
between VMC and Telstra (“Existing Advertiser Revenue
Share”). Any VMC Commission and Existing Advertiser Revenue Share
payable to VMC shall be paid by Telstra on a monthly basis in accordance
with clause 4.2.
|
|
|
(d)
|
VMC
must provide to Telstra a schedule setting out the advertising deal agreed
with Existing Advertiser for the first year of the Term, including the
advertising positions booked and the advertising fees to be charged for
those positions (“Year
One Ad Deal”).
|
|
|
(e)
|
The
account manager at Sensis Media Smart will endeavour to grow and evolve
the relationship with Existing
Advertiser.
|
|
|
(f)
|
Upon
renewal or extension of the Year One Deal, if Existing Advertiser books
the same advertising positions as per the Year One Ad Deal (even if for a
higher price), then the revenue from such ad sales shall be dealt with in
accordance with clause 3.3(c).
|
|
|
(g)
|
Upon
renewal or extension of the Year One Ad Deal, if Existing Advertiser books
additional advertising positions over and above those contained in the
Year One Ad Deal, (“Additional
Advertising”), such Additional Advertising shall be booked through
Sensis Media Smart and the revenue from such Additional Advertising shall
be dealt with in accordance with clause
3.2.
|
XXXXXXXXX
|
|
(h)
|
Telstra
acknowledges that VMC has an existing relationship with XXXXXXX which VMC shall
book and manage itself. Subject to clause 3.3(k), during the Term, any
revenue flowing from XXXXXXXXX advertising on the
VMC website shall belong exclusively to
VMC.
|
|
|
(i)
|
VMC
must, prior to the Launch Date, provide to Telstra a schedule setting out
the advertising deal agreed with XXXXXXX for the first
year of the Term, including the advertising positions booked and the
advertising fees to be charged for those positions (“XXXXXXXXX
Deal”).
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|
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(j)
|
Upon
renewal or extension of the XXXXXXXXX Deal, if XXXXXXX books the same
advertising positions as per the XXXXXXX Deal (even if
for a higher price), then the revenue from such ad sales shall be dealt
with in accordance with clause
3.3(h).
|
|
|
(k)
|
Upon
renewal or extension of the XXXXXXXXXXXXXX if XXXXXXX books additional
advertising positions over and above those contained in the XXXXXXX Deal, (“Additional XXXXXXX
Advertising”), such Additional XXXXXXX Advertising
shall be booked through Sensis Media Smart and the revenue from such
Additional Advertising shall be dealt with in accordance with clause
3.2
|
|
4
|
Fees
and Reporting
|
|
4.1
|
Commencement
of payment obligations
|
Telstra
shall not be liable to pay any fees in respect of the period prior to the Launch
Date.
|
4.2
|
Monthly
Payments
|
|
|
(a)
|
Each
month, Telstra shall calculate the Revenue Share for that month, and add
it to the Cumulative Amount Paid (together, the “Total
Amount”).
|
|
|
(b)
|
In
a given month, if the Total Amount does not equal the Cumulative Minimum
Guarantee Amount for that month, Telstra shall pay to
VMC:
|
|
|
(i)
|
the
Revenue Share for that month; plus
|
|
|
(ii)
|
the
difference between the Total Amount and the Cumulative Minimum Guarantee
Amount for that month (“Minimum Guarantee
Uplift”); plus
|
|
|
(iii)
|
any
VMC Commission payable
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less
|
|
(iv)
|
any
Service Level Rebate due for that
month.
|
|
|
(c)
|
If
the Total Amount exceeds the Cumulative Minimum Guarantee Amount for that
month, Telstra shall pay to VMC:
|
|
|
(i)
|
the
Revenue Share for that month; plus
|
|
|
(ii)
|
any
VMC Commission payable;
|
less
|
|
(iii)
|
any
Service Level Rebate due for that
month.
|
|
4.3
|
Payment
method
|
|
|
(a)
|
Telstra
shall, within 30 days of the end of each calendar
month:
|
|
|
(i)
|
provide
to VMC a report (“Report”) which sets
out:
|
|
|
(A)
|
the
Existing Advertiser Revenue Share payable for the previous
month;
|
|
|
(B)
|
the
VMC Commission payable for the previous
month;
|
|
|
(C)
|
the
VMC Revenue Share for the previous
month;
|
|
|
(D)
|
a
statement of the Cumulative Amount
Paid;
|
|
|
(E)
|
any Minimum
Guarantee Uplift payable for the previous month;
and
|
|
|
(F)
|
any
Service Level Rebates that are due;
and
|
|
|
(ii)
|
provide
to VMC a recipient created tax invoice (“RCTI”) setting out the
amount payable by Telstra to VMC for the preceding month pursuant to
clause 4.2; and
|
|
|
(iii)
|
pay
to VMC the amount set out in the
RCTI.
|
|
|
(b)
|
If
VMC disputes an amount in an RCTI in good faith, within 30 days of the
date of the RCTI, VMC must give Telstra a notice of dispute in respect of
the disputed amount, in which case clause 13 will
apply.
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|
|
Goods
and services tax (GST)
|
|
5.1
|
Consideration
does not include GST
|
The
consideration specified in this Agreement does not include any amount for
GST.
|
5.2
|
Recovery
of GST
|
If a
supply under this Agreement is subject to GST, the recipient must pay to the
supplier an additional amount equal to the amount of the consideration
multiplied by the applicable GST rate.
|
5.3
|
Time
of payment
|
The
additional amount is payable at the same time as the consideration for the
supply is payable or is to be provided. However, the additional
amount need not be paid until the supplier gives the recipient a Tax
Invoice.
|
5.4
|
Adjustment
of additional amount
|
If the
additional amount differs from the amount of GST payable by the supplier, the
parties must adjust the additional amount.
|
5.5
|
Reimbursement
|
If a
party is entitled to be reimbursed or indemnified under this Agreement, the
amount to be reimbursed or indemnified does not include any amount for GST for
which the party is entitled to an Input Tax Credit.
|
6
|
Intellectual
Property Rights
|
|
6.1
|
Telstra
|
|
|
(a)
|
Telstra
warrants that it or its licensors own all Intellectual Property Rights in
and to the BigPond Website and Telstra Brand Materials and any
modifications made to the BigPond Website or Telstra Brand
Materials.
|
|
|
(b)
|
Telstra
grants VMC the non-exclusive, royalty-free, irrevocable licence during the
Term to use, reproduce and communicate to the public the Telstra Brand
Materials solely for the purpose of complying with VMC’s obligations under
this Agreement.
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|
|
|
(c)
|
VMC
shall use the Telstra Brand Materials only in compliance with Telstra’s
Brand Guidelines, and must obtain prior written approval from Telstra in
each instance.
|
|
6.2
|
VMC
|
|
|
(a)
|
VMC
must obtain or procure at its own cost, all licences and consents from
third parties, to provide the VMC Content to customers without infringing
any laws or other rights (including Intellectual Property Rights or moral
rights) of any person.
|
|
|
(b)
|
VMC
must ensure that each person involved in creating all or any part of the
VMC Content and each person whose performance is recorded in any VMC
Content irrevocably waives any and all moral rights they have in each
copyright work or other subject matter comprised in the VMC Content and
consents to their use on the VMC
Website.
|
|
|
(c)
|
VMC
or its licensors own all Intellectual Property Rights in and to the VMC
Website, the VMC Content and the VMC Brand Materials, and any
modifications made to the VMC Website, VMC Content or VMC Brand
Materials.
|
|
|
(d)
|
VMC
grants Telstra a non-exclusive, royalty-free, irrevocable licence during
the Term in Australia to use, reproduce, modify, repurpose and communicate
to the public:
|
|
|
(i)
|
the
VMC Brand Materials; and
|
|
|
(ii)
|
the
VMC Content,
|
solely
for the purposes set out in this Agreement.
|
6.3
|
Infringement
Claims
|
|
|
(a)
|
VMC
must notify Telstra in writing immediately if it receives any Infringement
Claim.
|
|
|
(b)
|
VMC
must:
|
|
|
(i)
|
unless
otherwise notified by Telstra, conduct the defence of any Infringement
Claim;
|
|
|
(ii)
|
as
soon as reasonably practicable consult with Telstra about the Infringement
Claim; and
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Partner
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|
|
|
(iii)
|
not
agree to any settlement of an Infringement Claim without Telstra’s
consent.
|
|
|
(c)
|
If
reasonably requested by VMC, Telstra must co-operate, at VMC’s cost, in
the VMC’s conduct of the defence of an Infringement Claim.
|
|
|
(d)
|
If
VMC does not use its reasonable endeavours to comply with its obligations
under clause 6.3(b), without limiting Telstra's other rights or remedies
under this agreement or otherwise Telstra may, at VMC’s cost, conduct the
defence of an Infringement Claim.
|
|
|
(e)
|
If
Telstra exercises its rights under clause 6.3(d), VMC must provide
Telstra, at VMC’s cost, all reasonable assistance required by Telstra and,
if requested in writing by Telstra, must lend its name to Telstra for the
purpose of conducting any such
defence.
|
|
|
(f)
|
Without
limiting Telstra’s other rights or remedies under this agreement or
otherwise, if an Infringement Claim occurs, Telstra
may:
|
|
|
(i)
|
require
VMC promptly and at the VMC’s cost
to:
|
|
|
(A)
|
modify
the Service, VMC Content, VMC Website, VMC Brand Materials or other
material that is the subject of the claim (‘Infringing Material’) to
circumvent the claim;
|
|
|
(B)
|
obtain
for Telstra and its sub licensees the right to continue to use the
Service, VMC Content, and VMC Brand Materials;
and/or
|
|
|
(C)
|
replace
the Infringing Material with other content or material acceptable to
Telstra; or
|
|
|
(ii)
|
terminate
this Agreement on 10 Business Days’ written notice to
VMC.
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|
|
7
|
Representations
and warranties
|
|
7.1
|
VMC
|
VMC
warrants that:
|
|
(a)
|
it
has the power to enter into this Agreement and the rights necessary to
grant the rights conferred by it under this Agreement and perform its
obligations under this Agreement;
|
|
|
(b)
|
it
will perform its obligations under this Agreement with due care and skill
and in accordance with all applicable laws and
regulations;
|
|
|
(c)
|
it
has obtained all necessary licences to use or reproduce any third party
owned intellectual property on the VMC Wesbite, and it will not use or
reproduce any third party intellectual property on the VMC Website without
first obtaining all necessary licences to do
so.
|
|
|
(d)
|
the
entry into and performance of this Agreement will not breach any other
agreement to which it is a party or any obligations it owes to a third
party;
|
|
|
(e)
|
all
information provided by it to Telstra pertaining to the VMC Website, and
in particular, user statistics, is true, accurate and not
misleading;
|
|
|
(f)
|
all
claims on the “Advertise with us” section of the VMC Website are, and will
remain, true accurate and not
misleading;
|
|
|
(g)
|
the
exercise by Telstra of rights in relation to, or use of, the Service, VMC
Website, VMC Brand Materials and VMC Content as contemplated under this
Agreement will not breach any law or infringe the rights (including
intellectual property rights)of, or duties owed to, any person whether
under statute, common law or
otherwise;
|
|
|
(h)
|
the
VMC Website and all current and future VMC
Content:
|
|
|
(i)
|
is,
and will continue to be, of a standard at least equivalent to current
industry standards and practices for internet
content;
|
|
|
(ii)
|
is,
and will continue to be, fit for
purpose;
|
|
|
(iii)
|
complies
and conforms with, and will continue to comply and conform with, all
applicable laws, regulations and industry
codes;
|
|
|
(iv)
|
do
not infringe the rights of third
parties;
|
|
|
(v)
|
do
not contain objectionable, defamatory or pornographic
material;
|
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|
|
|
(i)
|
any
current or future listings of health professionals on the VMC Website will
not breach any applicable laws, regulations or codes, including, without
limitation, the Medical Practice Act 1992 (NSW), NSW Medical Board Code of
Professional Conduct, Health Professions Registration Act 2005 (Vic),
Medical Practitioners Registration Act 1996 (TAS), Medical Practice Act
(SA), Medical Practitioners Act 2008 (WA), and Australian Medical Code of
Ethics;
|
|
|
(j)
|
any
current or future listings of, or advertisements for, therapeutic goods on
the VMC Website will apply with all applicable laws, regulations, and
industry codes, including without limitation, including, without
limitation, the Therapeutic Goods Advertising Code 2007, the Therapeutic
Goods Act 1989 (Cth), the Therapeutic Goods Regulations 1990 (Cth) and the
Medicines Australia Code of Conduct and
Guidelines;
|
|
|
(k)
|
it
is not aware of any claim, actual or threatened, in relation to the VMC
Website, VMC Brand Materials or VMC Content (including a claim that these
materials infringe a person’s Intellectual Property Rights) and has no
grounds to suspect that such a claim will or might be
made;
|
|
|
(l)
|
it
has obtained the consent of each person (or in the case of children, the
consent of their parent or guardian) appearing in any video or photograph
on the VMC Website, to:
|
|
|
(i)
|
the
photograph being taken, or the video being recorded;
and
|
|
|
(ii)
|
publication
of the video or photograph on the VMC
Website;
|
|
|
(m)
|
prior
to the publication of any videos or photographs of any person on the VMC
Website, VMC shall obtain the consent of each participant (and in the case
of children, the consent of their parent or guardian)
to:
|
|
|
(i)
|
the
photograph being taken, or the video being recorded;
and
|
|
|
(ii)
|
publication
of the video or photograph on the VMC
Website.
|
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|
|
7.2
|
Telstra
|
Telstra
warrants that:
|
|
(a)
|
it
has the power to enter into this Agreement and grant the rights conferred
by it under this Agreement and perform its obligations under this
Agreement;
|
|
|
(b)
|
it
will perform its obligations under this Agreement with due care and skill
and in accordance with all applicable
laws;
|
|
|
(c)
|
the
entry into and performance of this Agreement will not breach any other
agreement to which it is a party or any obligations it owes to a third
party; and
|
|
|
(d)
|
the
inclusion and use by VMC of the Telstra Brand Materials on the Consumer
VMC Website will not infringe the rights of any third
parties.
|
|
8
|
Indemnity
& Insurance
|
|
8.1
|
Indemnity
|
VMC
indemnifies Telstra, Telstra's Related Entities and their Representatives
(“Indemnified Persons”)
against any loss, damage, liability and expense (including on a full indemnity
basis all legal, defence and settlement costs) (“Loss”) suffered or incurred by
any of the Indemnified Persons arising from or in connection with:
|
|
(a)
|
any
unlawful, wilful, fraudulent or negligent act or omission of VMC or its
Representatives;
|
|
|
(b)
|
any
claims for loss or damages arising from the use by a consumer of any
information obtained from the VMC
Website;
|
|
|
(c)
|
any
injury to or death of any person, or any loss of or damage to the tangible
property, real or personal of Telstra, its Related Entities, or a third
party;
|
|
|
(d)
|
any
breach of clause 9.3(a);
|
|
|
(e)
|
any
breach of a warranty in clause 7.1 or any Infringement
Claim,
|
except to
the extent that any Loss is caused by Telstra’s negligence.
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|
|
8.2
|
Insurance
|
|
|
(a)
|
VMC
must, at its cost, take out and maintain the Insurance
Policies.
|
|
|
(b)
|
VMC
must provide Telstra with certificates of insurance for the Insurance
Policies.
|
|
|
(c)
|
VMC
must comply with all of the terms of the Insurance Policies taken out by
VMC pursuant to clause 8.2(a).
|
|
9
|
VMC
Member Information & Privacy
|
|
9.1
|
Ownership
of member information
|
|
|
(a)
|
All
Member Information collected through the Consumer VMC Website shall belong
to VMC.
|
|
|
(b)
|
VMC
shall include in the registration process an “opt in” tick box which
requests consent from users to Telstra sending them marketing
material. A user who consents to receiving marketing material
from Telstra shall be called an “Opted-in
User”.
|
|
|
(c)
|
VMC
will also include in its privacy
policy:
|
|
|
(i)
|
a
statement that Telstra will treat the Personal Information of Opted-in
Users in accordance with its privacy policy;
and
|
|
|
(ii)
|
a
link to Telstra’s privacy policy currently located at
http://www.telstra.com.au/privacy/privacy_statement.html.
|
|
|
(d)
|
VMC
shall, at Telstra’s request, provide to Telstra the details of all
Opted-in Users.
|
|
9.2
|
Consent
to display
|
|
|
(a)
|
Where
videos or photographs of individuals appear on the VMC Website, VMC shall
obtain the consent of each participant (and in the case of children, the
consent of their parent or
guardian):
|
|
|
(i)
|
to
be videoed or photographed; and
|
|
|
(ii)
|
for
such videos or photographs to be posted on the VMC
Website.
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|
|
9.3
|
Compliance
with privacy laws
|
VMC
shall, during the Term:
|
|
(a)
|
comply
with all Privacy Laws in relation to collection, use, storage and
disclosure of any Personal Information or Sensitive Information, whether
or not VMC is an organisation bound by the Privacy
Act;
|
|
|
if
VMC is a small business operator under the Privacy Act, choose to be
treated as an organisation bound by the Privacy Act under section 6EA of
the Privacy Act during the term of this agreement;
and
|
|
|
(c)
|
immediately
notify Telstra if VMC becomes aware of any breach or alleged breach of
VMC’s obligations under this clause and comply with any reasonable
direction from Telstra with respect to remedying that
breach.
|
|
10
|
Exclusivity
|
|
10.1
|
No
duplication of VMC Content online or on
mobile
|
|
|
(a)
|
Subject
to clause 10.2, VMC shall not, without Telstra’s prior written
consent:
|
|
|
(i)
|
enter
into any agreements or arrangements with any Telstra Competitor in
relation to the VMC Website, the VMC Content or any part of, or variation
to, the VMC Content (“Adapted VMC Content”);
or
|
|
|
(ii)
|
other
than as set out in this Agreement, publish or allow to be published, the
VMC Content or any Adapted VMC Content on any website other than the VMC
Website.
|
|
10.2
|
Exception
|
VMC shall
be permitted to license the VMC Content and/or Adapted VMC Content to internet
sites which are run by not-for-profit organisations, provided that:
|
|
(a)
|
VMC
shall not receive any commercial benefit for supplying the content;
and
|
|
|
(b)
|
VMC
must first obtained Telstra’s written consent (which shall not be
unreasonably withheld).
|
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|
|
11
|
Future
Option
|
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
|
12
|
Confidentiality
|
|
12.1
|
Public
announcements
|
Neither
party may make an announcement of any of the details in this Agreement without
the other party’s prior consent.
|
12.2
|
Confidentiality
|
Each
party agrees not to disclose information provided by any other party that is not
publicly available except:
|
|
(a)
|
to
officers, employees, legal and other advisers and auditors of any party;
or
|
|
|
(b)
|
with
the consent of the party who provided the information;
or
|
|
|
(c)
|
as
allowed or required by any law or stock
exchange.
|
Each
party consents to disclosures made in accordance with this
clause. This clause survives termination of this
Agreement.
|
13
|
Dispute
Resolution
|
|
13.1
|
Injunctive
or interim relief
|
Nothing
in this clause prevents a party seeking urgent injunctive or similar interim
relief from a court.
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13.2
|
Initial
attempt at resolution
|
|
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(a)
|
As
quickly as practicable after a Dispute arises, each party agree that it
will make available a suitably qualified and experienced representative,
who is properly authorised to resolve the Dispute, to meet with the other
side’s representative to resolve the
Dispute.
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(b)
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Each
party agrees that they will act in good faith in attempting to resolve any
Dispute.
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(c)
|
If
the Dispute is not resolved within 14 days after the initial meeting of
the parties’ representatives, the parties agree that they will proceed to
mediation in accordance with the remainder of this clause
13.
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13.3
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Mediation
|
The
Dispute must be submitted to mediation in accordance with the Guidelines for
Commercial Mediation of the Australian Commercial Disputes Centre Limited
(“ACDC”). The mediation
is to be conducted in Sydney.
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13.4
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Appointment
of mediator
|
The
parties will agree on the appointment of mediator. If the parties do
not agree on the mediator to be appointed within 14 days of either party
referring the Dispute to mediation, then the mediator is to be appointed by ACDC
in accordance with the ACDC Guidelines for Commercial Mediation.
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13.5
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Termination
of mediation
|
The
mediation process will terminate within 30 days of the appointment of the
mediator, upon which either party will be entitled to commence court proceedings
in relation to the Dispute.
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14
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Term
and termination
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14.1
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Initial
Term
|
This
Agreement commences on the date it is executed by both parties and will continue
for 3 years from the Launch Date (“Initial Term”) unless
terminated earlier in accordance with the terms of this
Agreement.
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14.2
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Option
to Renew
|
On expiry
of the Initial Term, Telstra may elect to renew this Agreement on the same terms
for a further 3 year term (“Further Term”) by notifying
VMC in writing no later than 30 days before the expiry of the Initial
Term.
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14.3
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Either
party’s right to terminate
|
|
(a)
|
Either
party may terminate this Agreement immediately
if:
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|
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(i)
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the
other party breaches a term of this Agreement that is capable of being
remedied, and that breach is not remedied within 21 days of written notice
from the first mentioned party specifying the breach and requiring its
remedy;
|
|
|
(ii)
|
the
other party breaches a material term of this Agreement that is not capable
of being remedied;
|
|
|
(iii)
|
entitled
to do so pursuant to clause 15(c);
or
|
|
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(iv)
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the
other party becomes Insolvent.
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14.4
|
Telstra’s
right to terminate
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(a)
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Telstra
may terminate this Agreement:
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(i)
|
immediately
if VMC breaches any of its obligations in clause 9.2 or
2.2(o);
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|
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(ii)
|
immediately
if VMC breaches the SRA;
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(iii)
|
immediately
if a material change in ownership or control of VMC occurs which in the
reasonable opinion of Telstra:
|
|
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(A)
|
adversely
affects Telstra's rights;
|
|
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(B)
|
adversely
affects VMC’s ability to perform its obligations under agreement;
or
|
|
|
(C)
|
is
otherwise contrary to Telstra's
interests;
|
|
|
(iv)
|
in
accordance with clauses 6.3(f)(ii);
|
|
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(v)
|
on
14 days written notice if VMC causes a material breach of this Agreement
pursuant to Schedule 1, paragraph 5.2;
or
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|
|
(vi)
|
without
cause, on 90 days written notice to
VMC.
|
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14.5
|
Consequences
of termination
|
If this
Agreement is terminated:
|
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(a)
|
VMC
must promptly cease using the Telstra Brand Materials on the VMC
Website;
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(b)
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VMC
must promptly remove all references to Telstra or BigPond on the VMC
Website;
|
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(c)
|
Telstra
must promptly cease using the VMC Brand Materials on the BigPond
Website;
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|
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(d)
|
Telstra
must promptly remove all references to VMC on the BigPond homepage;
and
|
|
|
(e)
|
however
caused, the termination is without prejudice to any rights or liabilities
of the parties which had accrued as at the time of
termination.
|
|
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(f)
|
Unless
terminated in accordance with clause 14.4(a)(vi), following termination of
this Agreement, Telstra shall be entitled to 50% of the Distributed
Advertising Revenue for any Undelivered Advertisements (as defined in the
SRA).
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Force
Majeure
|
|
|
(a)
|
If
a party is unable to perform or is delayed in performing an obligation
under this agreement (other than an obligation to pay money), because of
an event beyond that party’s reasonable control (Force Majeure Event),
that obligation is suspended but only so far and for so long as that party
is affected by the Force Majeure Event and if it complies with clause
15(b).
|
|
|
(b)
|
If
a Force Majeure Event occurs, the non-performing party
must:
|
|
|
(i)
|
promptly
give the other party notice of the event and an estimate of the
non-performance and delay;
|
|
|
(ii)
|
take
all reasonable steps to overcome the effects of the event (but this does
not require the settlement of industrial disputes or other claims on
unreasonable terms); and
|
|
|
(iii)
|
resume
compliance as soon as practicable after the event no longer affects either
party.
|
|
|
(c)
|
If
a Force Majeure Event occurs and continues for more than 30 days, either
party may terminate this agreement.
|
|
|
(d)
|
The
non-performing party may only terminate this agreement under clause 15(c)
if it has complied with clause
15(b).
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16
|
Notices
and other communications
|
|
16.1
|
Form
|
Unless
expressly stated otherwise in this Agreement, all notices, certificates,
consents, approvals, waivers and other communications in connection with this
Agreement must be in writing, signed by the sender (if an individual) or an
authorised officer of the sender and marked for the attention of the person
identified in the Details or, if the recipient has notified otherwise, then
marked for attention in the way last notified. Communications sent by
email are taken to be signed by the named sender.
|
16.2
|
Delivery
|
Communications
must be:
|
|
(a)
|
left
at the address set out or referred to in the Details;
or
|
|
|
(b)
|
sent
by prepaid ordinary post (airmail if appropriate) to the address set out
or referred to in the Details; or
|
|
|
(c)
|
sent
by fax to the fax number set out or referred to in the Details;
or
|
|
|
(d)
|
sent
by email to the address set out or referred to in the
Details.
|
However,
if the intended recipient has notified a changed address, fax number or email
address, then communications must be to that address, fax number or email
address.
|
16.3
|
When
taken to be received
|
Communications
are taken to be received:
|
|
(a)
|
if
sent by post, three days after posting (or seven days after posting if
sent from one country to another);
or
|
|
|
(b)
|
if
sent by fax, at the time shown in the transmission report as the time that
the whole fax was sent; or
|
|
|
(c)
|
if
sent by email;
|
|
|
(i)
|
when
the sender receives an automated message confirming delivery;
or
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Partner
Content Services Agreement
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|
|
(ii)
|
four
hours 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,
|
whichever
happens first.
|
17
|
General
|
|
Assignment
|
Neither
party may assign or otherwise deal with its rights under this Agreement, or
allow any interest in them to arise or be varied in each case, without the
consent of the other party.
|
17.2
|
Discretion
in exercising rights
|
A party
may exercise a right or remedy or give or refuse its consent in any way it
considers appropriate (including by imposing conditions), unless this Agreement
expressly states otherwise.
|
17.3
|
Partial
exercising of rights
|
If a
party does not exercise a right or remedy fully or at a given time, the party
may still exercise it later.
|
17.4
|
No
liability for loss
|
A party
is not liable for loss caused by the exercise or attempted exercise of, failure
to exercise, or delay in exercising a right or remedy under this
Agreement.
|
17.5
|
Remedies
cumulative
|
The
rights and remedies provided in this Agreement are in addition to other rights
and remedies given by law independently of this Agreement.
|
17.6
|
Variation
and waiver
|
A
provision of this Agreement or a right created under it, may not be waived or
varied except in writing, signed by the party or parties to be
bound.
|
17.7
|
Construction
|
No rule
of construction applies to the disadvantage of a party because that party was
responsible for the preparation of, or seeks to rely on, this Agreement or any
part of it.
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Partner
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17.8
|
Counterparts
|
This
Agreement may be executed in counterparts. All counterparts when
taken together are to be taken to constitute one instrument.
|
17.9
|
No
partnership or agency
|
Nothing
contained or implied in this Agreement constitutes a party the partner, agent,
or legal representative of another party for any purpose or creates any
partnership, agency or trust, and no party has any authority to bind another
party in any way.
|
17.10
|
Severability
|
If the
whole or any part of a provision of this Agreement is void, unenforceable or
illegal in a jurisdiction it is severed for that jurisdiction. The
remainder of this Agreement has full force and effect and the validity or
enforceability of that provision in any other jurisdiction is not
affected. This clause has no effect if the severance alters the basic
nature of this Agreement or is contrary to public policy.
|
17.11
|
Entire
agreement
|
This
Agreement constitutes the entire agreement of the parties about its subject
matter and supersedes all previous agreements, understandings and negotiations
on that subject matter.
|
17.12
|
Jurisdiction
|
This
Agreement is governed by the law of the place specified in the
Details. The parties submit to the non-exclusive jurisdiction of the
courts in that location.
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Partner
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29
|
Signing
page
DATED:______________________
|
SIGNED
by
|
||
|
)
|
||
|
)
|
||
|
)
|
||
|
)
|
||
|
as
authorised representative for
TELSTRA CORPORATION
LIMITED
in
the presence of:
|
)
)
)
|
|
|
)
|
||
|
)
|
||
|
|
)
|
|
|
Signature
of witness
|
)
|
By
executing this agreement the
|
|
|
)
|
signatory
warrants that the signatory is
|
|
Name
of witness (block letters)
|
)
|
duly
authorised to execute this
|
|
)
|
agreement
on behalf of TELSTRA
|
|
|
CORPORATION
LIMITED
|
||
|
|
||
|
Date
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Partner
Content Services Agreement
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30
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SIGNED
by
|
||
|
)
|
||
|
)
|
||
|
)
|
||
|
)
|
||
|
as
authorised representative for
VIRTUAL MEDICAL CENTRE
LTD
in
the presence of:
|
)
)
)
|
|
|
)
|
||
|
)
|
||
|
|
)
|
|
|
Signature
of witness
|
)
|
By
executing this agreement the
|
|
|
)
|
signatory
warrants that the signatory
|
|
|
)
|
is duly
authorised to execute this
|
|
)
|
agreement
on behalf of VIRTUAL
|
|
|
Name
of witness (block letters)
|
MEDICAL
CENTRE LTD.
|
|
|
|
||
|
Date
|
|
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Partner
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