XXXXX XXXXXX XXXXXXX
LAWYERS
MANAGEMENT SERVICES
AGREEMENT (AUSTRALIA)
LIHIR SERVICES AUSTRALIA PTY LIMITED
ACN 116 067 611
LIHIR GOLD LIMITED
ARBN 069 803 998
Xxxxx 00, Xxxxxxxxx Xxxxx
000 Xxxxxx Xxxxxx
Xxxxxx XXX 0000
Telephone: (00) 0000 0000 MAY 2006
Fax: (00) 0000 0000 REF: DCF 02 1391 8699
(C) XXXXX XXXXXX XXXXXXX 2006
CONTENTS
1. INTERPRETATION 1
1.1 Definitions 1
1.2 Rules for interpreting this document 3
2. SERVICES AND TERM 4
2.1 Manager to provide the services 4
2.2 Term 4
2.3 Performance by Manager group 4
3. HOW SERVICES ARE TO BE PROVIDED 4
3.1 Additional services 4
3.2 Place, time, manner and availability 5
3.3 Company's directions 5
3.4 Personnel 5
3.5 Access 5
3.6 Standard of performance 5
4. MANAGER'S STATUS 5
4.1 Independent contractor 5
4.2 Authority to incur obligations 5
4.3 Responsibility for employee benefits 6
5. CHARGES AND PAYMENT 6
5.1 Charges 6
5.2 Invoicing 6
5.3 Payment 6
5.4 Disputed Invoices 6
6. GST 7
6.1 GST payable in addition to payment 7
6.2 Invoice 7
6.3 Adjustments 7
7. LIABILITIES AND INDEMNITIES 8
7.1 Disclaimer of implied warranties 8
7.2 Implied warranties and conditions 8
7.3 No liability for consequential loss 8
7.4 Release from and indemnity against Claims 8
8. TERMINATION 9
8.1 Termination by agreement 9
8.2 Termination by the Manager 9
8.3 Termination by the Company 9
8.4 Termination by either Party 9
8.5 Claims, rights and obligations 9
9. CONFIDENTIALITY 10
9.1 Confidential Information 10
9.2 Return of Confidential Information 10
9.3 Terms of this document 10
9.4 Exceptions 10
10. FORCE MAJEURE 10
10.1 Notice and suspension of obligations 10
10.2 Effort to overcome 11
10.3 Alternative supply 11
10.4 Termination 11
11. NOTICES 11
12. AMENDMENT AND ASSIGNMENT 11
12.1 Amendment l1
12.2 Assignment 12
13. GENERAL 12
13.1 Governing law 12
13.2 Liability for expenses 12
13.3 Giving effect to this document 12
13.4 Waiver of rights 12
13.5 Severabitity 13
13.6 Operation of indemnities 13
13.7 GST on claims 13
13.8 Consents 13
13.9 Statements by the Manager 14
13.10 Attorneys 14
SCHEDULES
1 SERVICES 15
2 CHARGES AND PAYMENT 16
ii.
MANAGEMENT SERVICES AGREEMENT (AUSTRALIA)
DATE 9 June 2006
PARTIES
LIHIR SERVICES AUSTRALIA PTY LIMITED ACN 116 067 611 (MANAGER)
LIHIR GOLD LIMITED ARBN 069 803 998 (COMPANY)
RECITALS
A. The Company wishes to engage the Manager to perform the Services.
B. The Manager agrees to perform the Services on the terms set out in this
document.
OPERATIVE PROVISIONS
1. INTERPRETATION
1.1 DEFINITIONS
The following definitions apply in this document.
AFFILIATE means, for a body corporate, each related body corporate of that
body corporate.
BUSINESS DAY means a day that is not a Saturday, Sunday or public holiday
in Brisbane or Port Moresby.
CLAIM means a claim, action, proceeding or demand made against the person
concerned, however it arises and whether it is present or future, fixed or
unascertained, actual or contingent.
COMMENCEMENT DATE means the date of this document.
COMMISSIONER means the Commissioner of Taxation in Australia.
CONFIDENTIAL INFORMATION means any information disclosed by the Company or
by any Affiliate of the Company to the Manager before or after the date of
this document or any information developed by the Manager in the course of
performing the Services, but excludes information that:
(a) was in the public domain at the date of this document;
(b) became part of the public domain after the date of this document
otherwise than as a result of disclosure by the Manager in breach of
this agreement; or
(c) was in the Manager's possession at the time of disclosure by the
Company to the Manager.
COMPANIES ACT means the Companies Xxx 0000 (PNG).
CORPORATIONS ACT means the Corporations Xxx 0000 (Cth).
FORCE MAJEURE EVENT means any occurrence or omission as a result of which the
party relying on it is prevented from or delayed in performing any of its
obligations under this document and that is beyond the reasonable control of
that party, including forces of nature, industrial action and action or inaction
by a Government Agency.
GOVERNMENT AGENCY means:
(a) a government or government department or other body;
(b) a governmental, semi-governmental or judicial person; or
(c) a person (whether autonomous or not) who is charged with the
administration of a law.
GST means:
(a) the same as in the GST Law;
(b) any other goods and services tax, or any Tax applying to this transaction
in a similar way; and
(c) any additional tax, penalty tax, fine, interest or other charge under a
law for such a Tax.
GST LAW means the same as "GST law" means in A New Tax System (Goods and
Services Tax) Xxx 0000 (Cth).
INSOLVENCY EVENT means:
(a) for the Manager, being in liquidation or provisional liquidation or under
administration, having a controller (as defined in the Corporations Act)
or analogous person appointed to it or any of its property, being taken
under section 459F(1) of the Corporations Act to have failed to comply
with a statutory demand, being unable to pay its debts or otherwise
insolvent, taking any step that could result in the person becoming an
insolvent under administration (as defined in section 9 of the
Corporations Act), entering into a compromise or arrangement with, or
assignment for the benefit of, any of its creditors, or any analogous
event; and
(b) for the Company, being in liquidation or under administration, having a
receiver (as defined in the Companies Act) or analogous person appointed
to it or any of its property, being taken under section 337 of the
Companies Act to have failed to comply with a statutory demand, being
unable to pay its debts or otherwise failing to satisfy the solvency test
in the Companies Act, entering into a compromise or arrangement with, or
assignment for the benefit of, any of its creditors, or any analogous
event.
LIABILITY means a duty, liability or obligation affecting the person concerned,
however it arises and whether it is present or future, fixed or unascertained,
actual or contingent.
2.
LOSS means a damage, loss, cost, expense or liability incurred by the
person concerned, however it arises and whether it is present or future,
fixed or unascertained, actual or contingent.
PERSONNEL means the officers, employees, agents and sub-contractors of the
Manager.
SERVICES means the services described in schedule 1 and any additional
services provided under clause 3.1, all of which are to be performed in
Australia.
TAX means a tax, levy, duty, charge, deduction or withholding, however it
is described, that is imposed by law or by a Government Agency, together
with any related interest, penalty, fine or other charge, other than one
that is imposed on net income in any jurisdiction.
TERM means the period specified in clause 2.2.
1.2 RULES FOR INTERPRETING THIS DOCUMENT
Headings are for convenience only, and do not affect interpretation. The
following rules also apply in interpreting this document, except where the
context makes it clear that a rule is not intended to apply.
(a) A reference to:
(i) legislation (including subordinate legislation) is to that
legislation as amended, re-enacted or replaced, and includes
any subordinate legislation issued under it;
(ii) a document or agreement, or a provision of a document or
agreement, is to that document, agreement or provision as
amended, supplemented, replaced or novated;
(iii) a party to this document or to any other document or agreement
includes a permitted substitute or a permitted assign of that
party;
(iv) a person includes any type of entity or body of persons,
whether or not it is incorporated or has a separate legal
identity, and any executor, administrator or successor in law
of the person; and
(v) anything (including a right, obligation or concept) includes
each part of it.
(b) A singular word includes the plural, and vice versa.
(c) A word which suggests one gender includes the other genders.
(d) If a word is defined, another part of speech has a corresponding
meaning.
(e) If an example is given of anything (including a right, obligation or
concept), such as by saying it includes something else, the example
does not limit the scope of that thing.
3.
(f) The word AGREEMENT includes an undertaking or other binding
arrangement or understanding, whether or not in writing.
(g) The words SUBSIDIARY, HOLDING COMPANY AND RELATED BODY CORPORATE
have the same meanings as in the Corporations Act.
(h) Words defined in the GST Law have the same meaning in clauses 1.2(i)
and (j), 6 and 13.7.
(i) If a person is a member of a GST group, references to GST which the
person must pay and to input tax credits to which the party is
entitled include GST which the representative member of the GST
group must pay and input tax credits to which the representative
member is entitled.
(j) References to GST extend to any notional liability of any person for
GST and to any amount which is treated as GST under the GST Law, and
references to an input tax credit extend to any notional input tax
credit to which any person is entitled.
2. SERVICES AND TERM
2.1 MANAGER TO PROVIDE THE SERVICES
The Manager must provide or procure the provision of the Services
continuously during the Term.
2.2 TERM
The rights and obligations under this document continue for the Term
beginning on the Commencement Date and ending on the date of termination
of this agreement in any way, including in accordance with clause 8.
2.3 PERFORMANCE BY MANAGER GROUP
The Manager must ensure that any of its employees, agents and contractors
(whether or not they are Personnel) which perform obligations imposed on
the Manager by this document, do so strictly in accordance with this
document. In consideration of performing their obligations each of those
persons is to have the benefit of any provision of this document
conferring on the Manager a release, indemnity or limitation of liability
and the Manager enters that provision on its own behalf, and as agent of
and trustee for each of those persons.
3. HOW SERVICES ARE TO BE PROVIDED
3.1 ADDITIONAL SERVICES
The Company may request the Manager to provide additional services. Any
additional services provided by the Manager in response to such a request
are taken to be part of the Services, and the Company must pay for those
additional services in accordance with schedule 2, unless otherwise agreed
in writing.
4.
4.3 RESPONSIBILITY FOR EMPLOYEE BENEFITS
The Manager is responsible for the following outgoings payable to or in
respect of the Personnel (but may recover those costs from the Company to
the extent set out in schedule 2):
(a) remuneration and benefits, including superannuation contributions,
annual leave, sick leave, long service leave, overtime and penalty
rates and provision of accommodation and sustenance;
(b) imposts or levies imposed by law, such as work care levies, group
tax, payroll tax, fringe benefits tax, superannuation guarantee
charges; and
(c) payments upon termination of service (including on redundancy).
5. CHARGES AND PAYMENT
5.1 CHARGES
The Company must pay for the Services in accordance with schedule 2.
5.2 INVOICING
The Manager may issue invoices to the Company for the Services in
accordance with schedule 2.
5.3 PAYMENT
Subject to clause 5.4 concerning reasonable disputes, the Company must pay
the Manager within one month after receipt of an invoice issued in
accordance with schedule 2.
5.4 DISPUTED INVOICES
If the Company reasonably disputes the whole or any part of the amount
claimed in an invoice submitted by the Manager on the ground that it is
for work not performed in accordance with this document, the Company:
(a) must pay the undisputed part of the amount claimed in the invoice;
(b) must within 5 Business Days of receipt of the invoice notify the
Manager of why the rest of the invoice is disputed; and
(c) if it is resolved that some or all of the disputed amount should
have been paid when it was invoiced, must pay the amount resolved.
6.
6. GST
6.1 GST PAYABLE IN ADDITION TO PAYMENT
In addition to paying the amounts invoiced, the Company must:
(a) pay to the Manager an amount equal to any GST for which the Manager
is liable on any supply by the Manager under or in connection with
this document, without deduction or set-off of any other amount;
(b) make that payment:
(i) if the Manager becomes liable for GST on or after receiving
the amounts invoiced or other consideration or any part of it
- as and when the Company must pay or provide the amounts
invoiced or other consideration or that part of it;
(ii) if the Manager becomes liable for GST on issuing an invoice
under this document - on the earlier of the due date for
payment of that invoice, or 10 Business Days from the end of
the month in which the Manager issued that invoice; and
(iii) if the Manager becomes liable for GST upon the occurrence of
some other event - within 5 Business Days of a written request
by the Manager for payment for the GST, which may be in the
form of a tax invoice (or an adjustment note).
(c) indemnify the Manager against, and pay the Manager on demand the
amount of:
(i) all GST for which the Manager is liable in connection with the
transaction contemplated by this document; and
(ii) any loss, liability or expense directly or indirectly incurred
in connection with or arising from or caused by any failure by
the Company to pay any amount as and when required by this
clause.
6.2 INVOICE
The Manager must issue a tax invoice (or an adjustment note) to the
Company for any supply for which the Manager may recover GST from the
Company under this document, and must include in the tax invoice (or
adjustment note) the particulars required by the GST Law.
6.3 ADJUSTMENTS
The Manager must promptly create an adjustment note for, or apply to the
Commissioner for, a refund of, and refund to the Company any overpayment
by the Buyer for GST, but the Manager need not refund to the Company any
amount for GST paid to the Commissioner unless the Manager is entitled to
a refund or credit of that amount.
7.
7. LIABILITIES AND INDEMNITIES
7.1 DISCLAIMER OF IMPLIED WARRANTIES
Except to the extent that applicable law provides otherwise, the Manager
disclaims all warranties. To the maximum extent permitted by applicable
law, all conditions and warranties that would be implied (by statute,
general law, custom or otherwise) are expressly excluded.
7.2 IMPLIED WARRANTIES AND CONDITIONS
If any condition or warranty is implied into this agreement under the
Trade Practices Xxx 0000 (Cth) or under any equivalent legislation, and
cannot be excluded, the liability of the Manager for breach of the
condition or warranty is limited to one or more of the following, at the
option of the Manager:
(a) in the case of goods:
(i) the replacement of the goods or the supply of equivalent
goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring
equivalent goods; or
(iv) the payment of the cost of having the goods repaired; or
(b) in the case of services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
7.3 NO LIABILITY FOR CONSEQUENTIAL LOSS
Under no circumstances is the Manager liable for any special, indirect,
incidental, consequential or economic Loss (including loss of profits,
revenue, savings, opportunity or goodwill), even if the possibility of
such a Loss being suffered has been brought to the attention of the
Manager.
7.4 RELEASE FROM AND INDEMNITY AGAINST CLAIMS
To the extent permitted by law, the Company releases the Manager from, and
must indemnify the Manager against, any Loss, Claim or Liability brought
against, incurred or suffered by the Manager arising directly or
indirectly in connection with the provision of the Services by the Manager
except to the extent that the relevant Loss, Claim or Liability is caused
by or contributed to by the negligence of the Manager in providing the
Services.
8.
8. TERMINATION
8.1 TERMINATION BY AGREEMENT
This agreement may be terminated by the agreement in writing of the
parties.
8.2 TERMINATION BY THE MANAGER
The Manager may terminate this agreement immediately by notice to the
Company if the Company breaches an obligation to pay money when due under
this document and does not rectify that breach by paying the amount due,
accrued up to the date of payment, within 2 weeks of receiving notice from
the Manager requiring payment.
8.3 TERMINATION BY THE COMPANY
The Company may terminate this agreement immediately by notice to the
Manager if the Manager breaches an obligation under this agreement in a
significant respect and does not rectify that breach within 2 weeks of
receiving notice from the Company requiring rectification.
8.4 TERMINATION BY EITHER PARTY
Either party may terminate this agreement:
(a) immediately by notice to the other party, if an Insolvency Event
occurs in respect of that other party; or
(b) if permitted by clause 10 (Force Majeure); or
(c) by giving at least one month's notice to the other party, specifying
the date of termination.
8.5 CLAIMS, RIGHTS AND OBLIGATIONS
Ending of the Term or termination of this document does not affect:
(a) any Claim either party may have against the other in respect of
anything done or required to be done before the end of the Term, or
before termination; or
(b) rights or obligations under the following clauses:
1 Interpretation
4 Manager's Status
5 Charges and Payment
6 GST
7 Liabilities and Indemnities
9 Confidentiality
11 Notices
12 Amendment and Assignment
13 General
9.
9. CONFIDENTIALITY
9.1 CONFIDENTIAL INFORMATION
Subject to clause 9.4, the Manager must not, and must take reasonable
steps to ensure that the Personnel do not, without the Company's
permission or where necessary to perform the Services:
(a) use any Confidential Information;
(b) disclose any Confidential Information to anyone else; or
(c) make copies of materials incorporating any Confidential Information.
9.2 RETURN OF CONFIDENTIAL INFORMATION
The Manager must delete, destroy or return to the Company all Confidential
Information or materials incorporating Confidential Information within 5
Business Days of receiving a request from the Company to do so.
9.3 TERMS OF THIS DOCUMENT
Subject to clause 9.4, neither party may, without the consent of the other
party, disclose the terms of this document to any other person.
9.4 EXCEPTIONS
A party may disclose or use information, which it would otherwise be
prevented from disclosing or using under clause 9.1 or 9.3, where required
to do so by law or by the rules of a stock exchange but, as far as
practicable, must notify the other party in advance of its intention to do
so and take such steps as the other party reasonably requires to protect
the confidentiality of the information.
10. FORCE MAJEURE
10.1 NOTICE AND SUSPENSION OF OBLIGATIONS
If a party to this document is affected, or likely to be affected, by a
Force Majeure Event:
(a) that party must immediately give the other party prompt notice of
that fact including:
(i) full particulars of the Force Majeure Event;
(ii) an estimate of its likely duration;
(iii) the obligations affected by it and the extent of its effect on
those obligations; and
(iv) the steps taken to rectify it; and
10.
(b) the obligations under this document of the party giving the notice
are suspended to the extent to which they are affected by the
relevant Force Majeure Event as long as the Force Majeure Event
continues.
10.2 EFFORT TO OVERCOME
A party claiming a Force Majeure Event must use its best endeavours to
remove, overcome or minimise the effects of that Force Majeure Event as
quickly as possible. However, this does not require a party to settle any
industrial dispute in any way it does not want to.
10.3 ALTERNATIVE SUPPLY
During any period in which a party to this document is not performing
obligations because of a claimed Force Majeure Event, the other party may
(but need not) make alternative arrangements for the performance, whether
by another person or otherwise, of any obligation which the party claiming
the Force Majeure Event is not performing without incurring any liability
to that party.
10.4 TERMINATION
If a Force Majeure Event continues for more than 6 months, either party
may terminate this document by giving at least 1 month notice to the other
party.
11. NOTICES
(a) A notice, consent or other communication under this document is only
effective if it is in writing, signed and sent to the addressee by
mail or fax. If it is sent by mail, it is taken to have been
received 5 Business Days after it is posted. If it is sent by fax,
it is taken to have been received when the addressee actually
receives it in full and in legible form.
(b) A person's address and fax number are those set out below, or as the
person notifies the sender:
MANAGER
Address: XXX Xxx 000, Xxxxxxxx XXX 0000, Xxxxxxxxx
Fax number: x00 0 0000 0000
Attention: Chief Financial Officer
COMPANY
Address: XX Xxx 000, Xxxx Xxxxxxx, Xxxxx Xxx Xxxxxx
Fax number: x000 000 0000 or x000 0000 000
Attention: Accounting Manager
12. AMENDMENT AND ASSIGNMENT
12.1 AMENDMENT
This document can only be amended, supplemented, replaced or novated by
another document signed by the parties.
11.
12.2 ASSIGNMENT
(a) The Company may only dispose of, declare a trust over or otherwise
create an interest in its rights under this document with the prior
written consent of the Manager.
(b) The Manager may dispose of, declare a trust over or otherwise create
an interest in its rights under this document without the consent of
the Company, and may disclose to any potential holder of the right
or interest any information relating to this document or any party
to it.
13. GENERAL
13.1 GOVERNING LAW
(a) This document is governed by the law in force in Queensland,
Australia.
(b) Each party submits to the non-exclusive jurisdiction of the courts
exercising jurisdiction in the State of Queensland, and any court
that may hear appeals from any of those courts, for any proceedings
in connection with this document, and waives any right it might have
to claim that those courts are an inconvenient forum.
13.2 LIABILITY FOR EXPENSES
Each party must pay its own expenses incurred in negotiating, executing,
stamping and registering this document.
13.3 GIVING EFFECT TO THIS DOCUMENT
Each party must do anything (including execute any document), and must
ensure that its employees and agents do anything (including execute any
document), that the other party may reasonably require to give full effect
to this document.
13.4 WAIVER OF RIGHTS
A right may only be waived in writing, signed by the party giving the
waiver, and:
(a) no other conduct of a party (including a failure to exercise, or
delay in exercising, the right) operates as a waiver of the right or
otherwise prevents the exercise of the right;
(b) a waiver of a right on one or more occasions does not operate as a
waiver of that right if it arises again; and
(c) the exercise of a right does not prevent any further exercise
of that right or of any other right.
12.
13.5 SEVERABILITY
Any provision of this document which is unenforceable or partly
unenforceable is, where possible, to be severed to the extent necessary to
make this document enforceable, unless this would materially change the
intended effect of this document.
13.6 OPERATION OF INDEMNITIES
(a) Each indemnity in this document survives the expiry or termination
of this document.
(b) A party may recover a payment under an indemnity in this document
before it makes the payment in respect of which the indemnity is
given.
13.7 GST ON CLAIMS
(a) If the Company is liable to pay GST on any supply by the Company to
the Manager under this document, the Manager must pay to the Company
an amount equal to that GST, and indemnify the Company against that
GST, in exactly the same way as the Company must so do for any GST
the Manager is liable for, and clause 6 then applies to that GST as
if the Manager was the Company, and the Company was the Manager.
(b) If a party provides a payment for or any satisfaction of a claim or
a right to claim under or in connection with this document (for
example, for a breach of any warranty or for indemnity or for
reimbursement of any expense) that gives rise to a liability to pay
GST, the provider must pay, and indemnify the claimant on demand
against the amount of that GST.
(c) If a party has a claim under or in connection with this document for
a cost on which that party must pay an amount for GST, the claim is
for the cost plus the amount for GST (except any amount for GST for
which that party is entitled to an input tax credit).
(d) If a party has a claim under or in connection with this document
whose amount depends on actual or estimated revenue or which is for
a loss of revenue, revenue must be calculated without including any
amount received or receivable as reimbursement for GST (whether that
amount is separate or included as part of a larger amount).
13.8 CONSENTS
Where this document contemplates that the party may agree or consent to
something (however it is described), the party may:
(a) agree or consent, or not agree or consent, in its absolute
discretion; and
(b) agree or consent subject to conditions,
unless this document expressly contemplates otherwise.
13.
13.9 STATEMENTS BY THE MANAGER
A statement by the Manager on any matter relating to this document
(including any amount owing by the Company) is conclusive unless clearly
wrong on its face.
13.10 ATTORNEYS
Each person who executes this document on behalf of a party under a power
of attorney declares that he or she is not aware of any fact or
circumstance that might affect his or her authority to do so under that
power of attorney.
14.
SCHEDULE 1
SERVICES
(Clause 1.1 - "Services")
The Services comprise:
1. REPRESENTATION AND LIAISON
(a) Representing the Company in discussions, negotiations, conferences
and briefings.
(b) Conducting investor relations and liaising with shareholders of the
Company.
(c) Liaising with Stock Exchanges.
2. BANKING AND CREDIT ARRANGEMENTS
When requested by the Company, negotiating with banks and other financial
institutions for new or amended banking, loan and credit arrangements for
the Company.
3. PROCUREMENT OF GOODS AND SERVICES
(a) Sourcing goods (including consumables) and services for the Company
or any of its operations.
(b) Conducting tenders for such goods and services.
(c) Negotiating with contractors and suppliers.
4. RECRUITMENT
Assisting the Company with the recruitment of executive officers and
employees and the engagement of agents and contractors.
5. MARKETING OF PRODUCTS
Assisting the Company with sales of gold and other products.
6. TAX RETURNS
Preparing tax returns and all associated documents for the Company and its
controlled entities outside Papua New Guinea.
7. STRATEGIC SERVICES
Assisting the Company to identify and analyse strategic options and
commercial opportunities, and obtaining when requested by the Company
services to assist with this process.
15.
SCHEDULE 2
CHARGES AND PAYMENT
(Clause 5)
1. RECOVERY OF DIRECT AND INDIRECT COSTS
1.1 The Company must pay the Manager an amount equal to all direct and
indirect costs incurred by the Company in providing the Services.
1.2 Direct and indirect costs include, but are not limited to:
(a) Salaries, wages and other benefits payable or provided to employees,
secondees and consultants of the Manager or its Affiliates who are
engaged in providing the Services, or a proportionate amount in
respect of those engaged part time in providing the Services.
(b) Public holidays, leave, sickness and disability benefits, long
service leave, superannuation, workers' compensation and other
insurance premiums, and other charges and allowances referable to
the salaries and wages chargeable under paragraph 1.2(a), or to the
engagement of persons referred to in paragraph 1.2(a). These costs
must be charged on a "when and as paid basis" or by "percentage
assessment" (at a rate reasonably determined by the Manager on the
basis of its cost experience).
(c) Taxes imposed on the Company or on an Affiliate of the Company by
reference to the salaries and wages referred to in paragraph l.2(a).
(d) All material and equipment costs, which are to include transport
costs, Taxes, charges and a charge for depreciation reasonably
determined by the Manager, for equipment or premises shared or
provided part-time or temporarily by the Manager.
(e) All fees, expenses and costs paid to third parties.
(f) A percentage of the Manager's overhead expenses reasonably
determined by the Manager, to the extent those overhead expenses are
not covered by paragraphs 1.2(a) to 1.2(e) above.
(g) All legal expenses and expenses of other professional advisers
incurred by the Manager in the course of or arising out performance
of this agreement, on a full indemnity basis.
2. GROSS UP FOR TAX (EXCEPT GST)
Amounts payable by the Manager will be grossed-up as appropriate, or
additional amounts paid by the Company, to ensure that the Manager is
fully indemnified in respect of any Tax (other than an amount of GST for
which the Manager is indemnified under clause 6 of this document) payable
in relation to the Services, materials supplied or amounts payable by the
Company.
16.
3. INVOICING
The Manager may invoice the costs referred to in paragraph 1 of this
schedule at or after the end of the month in which they are incurred.
Where costs are not attributable to a particular month, the Manager may
apportion them in a reasonable manner and invoice the appropriate portion
at such times as it reasonably determines.
17.
EXECUTED as an agreement.
SIGNED for LIHIR SERVICES AUSTRALIA PTY
LIMITED, by its duly authorised officer, Director
in the presence of: /s/ Xxx Xxxxxxx
--------------------------------
Signature of officer
/s/ Xxxx Xxxxxx Xxx Xxxxxxx
---------------------------- --------------------------------
Signature of witness Name
Xxxx Xxxxxx
----------------------------
Name
SIGNED for LIHIR GOLD LIMITED,
by its duly authorised officer, in the Chairman
presence of: /s/ Xxxx Xxxxxxx
--------------------------------
Signature of officer
/s/ Xxxx Xxxxxx Xxxx Xxxxxxx
--------------------------- --------------------------------
Signature of witness Name
Xxxx Xxxxxx
---------------------------
Name
18.
