Business Plaza^TM Agreement

This Agreement dated between:

BUSINESS PLAZA (AUSTRALIA) PTY LIMITED A.B.N. 48 632 739 667 of 149 Rowntree St Birchgrove NSW 2041, P. O. Box 428 Balmain NSW 2041 (“Business Plaza”) and

CLUB, CHARITY or other COMMUNITY GROUP as detailed in the Acceptance Email that forms part of this Agreement (“Client”).

1. Introduction

• The Business Plaza System is the community advertising and membership programme utilizing the Business Plaza Intellectual Property and all future modifications, alterations and enhancements to that programme.
• Business Plaza operates the Business Plaza System in Australia under licence from Media Networks Pty Limited and the Licensor owns the entire copyright and all other Intellectual Property Rights of the Business Plaza System. Business Plaza agrees to operate the Business Plaza for Client and will implement a system for Client as outlined in Clause 2.
• Client is desirous of Business Plaza operating the Business Plaza for Client, its members and community and enters into this agreement on terms and conditions detailed below appointing Business Plaza to represent Client in discussions with current and prospective advertisers. Where Client is an Association or League, this agreement includes all member clubs of the Association or League.
• Each of the parties to this agreement acknowledge that they have independently undertaken sufficient due diligence to be satisfied with the opportunities that have led to this agreement being concluded. Neither party is relying on representations or claims made by the other party as the basis for entering into this agreement beyond those items specifically detailed herein.

2. Role of Business Plaza

Business Plaza will:

• Provide and manage a Business Plaza smart phone membership and communications app and web site uniquely tailored for Client that will include and allow serving of advertisements from advertisers and agreed Client sponsors.
• Provide a web button to be placed on the Client web site linking to the Client Business Plaza, of a style, size and format agreed between Business Plaza and Client from time to time.
• Source and secure national and local advertisers to participate in the Client Business Plaza, noting that Business Plaza will not include advertisers that are competitors to Client’s major sponsors or excluded categories agreed between Business Plaza and Client from time to time.
• Share the advertising revenue with Client in accordance with Clause 3.
• Meet with Client Management at agreed intervals throughout the year.

3. Revenue share

All revenue through the Business Plaza, including advertising fees, incentive payments from advertisers and trailing commissions is distributed on the following basis:

• 35% of all other net advertising received by Business Plaza paid to Client.
• In certain circumstances and with certain advertisers the commission paid to Client will be 50%.

Net advertising means advertising fees after deducting advertising agency charges where applicable.

Sponsors of Client that pay Client $2,000 pa or more receive a standard listing in the Client Business Plaza at no charge, and may pay to upgrade their listing to a higher level.

4. Role of Client

For the term of this Agreement, Client will use Business Plaza’s smart phone app as the main communications platform between the club administration and individual players, teams, coaches, managers, volunteers, administration and supporters.

5. Marketing and promotion

• Client agrees to market Business Plaza to its members and community on a regular basis as a sponsor of the club or association through its normal marketing and communications channels.
• Superior and Premium advertiser package includes sending eDMs or DMs to the club’s data base at certain times throughout the year, via Client to ensure the privacy and security of the data base.
• For the term of this Agreement Client agrees to place a Business Plaza web tile on its web site home page and ground signage at the club’s home grounds of a type and style agreed between Business Plaza and Client.

6. Advertiser Invoicing

Business Plaza will handle all advertiser invoicing, collection, reconciliation and payments/payouts to Client. Payments from advertisers are distributed to Client from the first advertiser. Payments received from advertisers during the month are reconciled at month end and paid to Client within 7 working days, as detailed under ‘Revenue Share’.

7. Term of Agreement

The Term of this agreement is an initial five years after which it will continue until terminated by mutual agreement between Business Plaza and Client.

At the end of the Term, where the Term is not extended, Client agrees not to use any of the Business Plaza Intellectual Property, systems or marketing collateral.

8. Exclusivity

For the term of this Agreement Client appoints Business Plaza exclusively to operate the Business Plaza both system and concept.

9. Termination

Either Party may terminate this agreement by giving 28 days written notice under the following conditions:

• The defaulting Party is or becomes charged with any criminal offence;
• The defaulting Party is insolvent or unable to pay its debts when due and payable; or
• An event or conduct has occurred which results in, or could result in the appointment of a liquidator, receiver, receiver and manager, administrator or similar officer being appointed to the defaulting Party or any of its property or the defaulting Party makes a composition or arrangement with creditors generally or takes advantage of any statues for the relief of insolvent debtors.

10. Copyright, Intellectual Property Rights

The entire copyright and all other rights of Business Plaza remain with the Licensor of the Business Plaza System. The Intellectual property Rights in any adaptation, development, enhancement, modification or alteration of or to the Business Plaza System shall, on creation, vest and be owned by the Licensor and shall form part of the Business Plaza System.

11. No Guarantees

There are no guarantees as to success either stated or implied and timing of results is affected by time of year.

12. Spirit of Cooperation

Client agrees to use its best efforts to assist Business Plaza in marketing and promoting the Business Plaza system to its current members and members of its community..

13. Privacy

In order to conduct our business, Business Plaza needs to collect, use certain information about individuals, in particular our Clients (or individuals associated with our Clients). We respect those individuals' privacy and will ensure that we deal with their personal information in accordance with the National Privacy Principles under the Privacy Act 1988 (Cth).

The main purposes for which we collect, use and disclose personal information are to meet our client’s needs, market the benefits of the Business Plaza programme, conduct our internal administration and manage our business relationships. We will not use or disclose personal information for other purposes unless permitted to do so by the National Privacy Principles.

We will take reasonable steps to ensure that all personal information which we collect, use or disclose is accurate, complete, up to date, stored in a secure environment and accessed only by authorised personnel for permitted purposes.

14. Confidentiality and Non - Disclosure

All written material including but not limited to documents, proposals, research, manuals provided to Client by Business Plaza remains the confidential property of Business Plaza. Distribution to, or use by, other parties is not permitted without written permission from Business Plaza.