Exhibit 4.3


 


Transition and Shared Services

Agreement


 


CSR Limited

ABN 90 000 001 276


 


and


 


Rinker Group Limited

ABN 53 003 433 118


 

















 


Table of contents


 


	
  Clause

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  Definitions and interpretation

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  
	
   

  	
  1.2

  	
  Interpretation

  
	
   

  	
  1.3

  	
  Precedence
  of documents

  
	
   

  	
  1.4

  	
  Beneficial
  interest

  
	
   

  	
   

  	
   

  
	
  2

  	
  Term

  
	
   

  	
   

  	
   

  
	
  3

  	
  Provision of Services

  
	
   

  	
   

  	
   

  
	
  4

  	
  RGL Group’s and
  CSR Group’s obligations

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  RGL Group’s
  responsibilities

  
	
   

  	
  4.2

  	
  CSR Group’s
  responsibilities

  
	
   

  	
   

  	
   

  
	
  5

  	
  Variation of and
  additional Services

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Additional
  Services

  
	
   

  	
  5.2

  	
  Variation request

  
	
   

  	
  5.3

  	
  No
  obligation to vary

  
	
   

  	
  5.4

  	
  Variations
  to IT infrastructure and Service delivery

  
	
   

  	
   

  	
   

  
	
  6

  	
  [This part has been
  deleted]

  
	
   

  	
   

  	
   

  
	
  7

  	
  Sub-contracting

  
	
   

  	
   

  	
   

  
	
  8

  	
  Payment

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Charges

  
	
   

  	
  8.2

  	
  Invoicing
  and payment

  
	
   

  	
  8.3

  	
  Adjustment
  to Charges

  
	
   

  	
  8.4

  	
  Disputed Charges

  
	
   

  	
   

  	
   

  
	
  9

  	
  Dispute Resolution

  
	
   

  	
   

  	
   

  
	
  10

  	
  Confidentiality
  and disclosure of information

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Confidentiality

  
	
   

  	
  10.2

  	
  Permitted
  disclosure

  
	
   

  	
  10.3

  	
  Third
  party disclosure

  
	
   

  	
  10.4

  	
  Return
  or destruction of Confidential Information

  
	
   

  	
  10.5

  	
  No
  obligation to provide Confidential Information

  
	
   

  	
  10.6

  	
  Privacy

  



 


2

















 


	
   

  	
  10.7

  	
  Survival of clause

  
	
   

  	
   

  	
   

  
	
  11

  	
  No
  warranties

  
	
   

  	
   

  	
   

  
	
  12

  	
  Limitation of liability

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Limitation
  of liability

  
	
   

  	
  12.2

  	
  Trade Practices Act

  
	
   

  	
  12.3

  	
  Right of recovery
  against a third party

  
	
   

  	
  12.4

  	
  Force Majeure

  
	
   

  	
  12.5

  	
  Insurance

  
	
   

  	
   

  	
   

  
	
  13

  	
  Copyright and CSR Trade Mark
  Licence

  
	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  Copyright Licences

  
	
   

  	
  13.2

  	
  Trade
  Mark Licences

  
	
   

  	
   

  	
   

  
	
  14

  	
  Assistance on cessation

  
	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Principles
  of cessation

  
	
   

  	
  14.2

  	
  Grant of licence

  
	
   

  	
   

  	
   

  
	
  15

  	
  Termination

  
	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  Termination
  Events

  
	
   

  	
  15.2

  	
  Effect of Termination Event

  
	
   

  	
  15.3

  	
  Termination for convenience

  
	
   

  	
  15.4

  	
  Termination of a
  Service Schedule

  
	
   

  	
  15.5

  	
  Termination where
  scheme of arrangement or change of control

  
	
   

  	
   

  	
   

  
	
  16

  	
  General

  
	
   

  	
   

  	
   

  
	
   

  	
  16.1

  	
  Notices

  
	
   

  	
  16.2

  	
  Governing law and
  jurisdiction

  
	
   

  	
  16.3

  	
  Further
  assurances

  
	
   

  	
  16.4

  	
  Variation

  
	
   

  	
  16.5

  	
  Merger

  
	
   

  	
  16.6

  	
  Assignment

  
	
   

  	
  16.7

  	
  Consents

  
	
   

  	
  16.8

  	
  Waivers

  
	
   

  	
  16.9

  	
  Costs and expenses

  
	
   

  	
  16.10

  	
  No representation or
  reliance

  
	
   

  	
  16.11

  	
  Entire Agreement

  
	
   

  	
  16.12

  	
  Cumulative rights

  
	
   

  	
  16.13

  	
  Prohibition and
  enforceability

  
	
   

  	
  16.14

  	
  To the extent not
  excluded by law

  
	
   

  	
   

  	
   

  
	
  17

  	
  GST

  
	
   

  	
   

  	
   

  
	
  Schedule 1 –
  Agreed Service Schedule

  



 


3

















 


	
  1

  	
  CSR BSC:
  Processing of AP invoices for RGL

  
	
   

  	
   

  
	
  2

  	
  CSR BSC:
  Gateway Transmissions to Westpac

  
	
   

  	
   

  
	
  3

  	
  CSR BSC: Leaseplan
  administration

  
	
   

  	
   

  
	
  4

  	
  CSR HR: BSC CHRIS system

  
	
   

  	
   

  
	
  5

  	
  CSR HR:
  Transitional support services

  
	
   

  	
   

  
	
  6

  	
  CSR HR: Share and Option
  Plans

  
	
   

  	
   

  
	
  7

  	
  CSR HR: Vehicle
  Administration

  
	
   

  	
   

  
	
  8

  	
  CSR HR: CHRIS
  system – Workers’ Compensation

  
	
   

  	
   

  
	
  9

  	
  CSR
  Workers Compensation: administration assistance Yarraville.

  
	
   

  	
   

  
	
  10

  	
  CSR
  Workers Compensation:  Claims Advisor
  Queensland

  
	
   

  	
   

  
	
  11

  	
  CSR
  Procurement: Telstra Contract Negotiations

  
	
   

  	
   

  
	
  12

  	
  CSR
  FRG: Transitional accounting and reporting assistance

  
	
   

  	
   

  
	
  13

  	
  CSR
  Taxation: Cross training in tax processes

  
	
   

  	
   

  
	
  14

  	
  CSR Treasury: Treasury
  services

  
	
   

  	
   

  
	
  15

  	
  CSR Treasury:
  Vehicle Finance support

  
	
   

  	
   

  
	
  16

  	
  CSR Strategy: Advice

  
	
   

  	
   

  
	
  17

  	
  CSR
  Property: Rent 9 Help Street Chatswood

  
	
   

  	
   

  
	
  18

  	
  Corporate functions other

  
	
   

  	
   

  
	
  19

  	
  CSR BIS: Tier 1 Help Desk

  
	
   

  	
   

  
	
  20

  	
  CSR BIS: PC and Desktop
  Support

  
	
   

  	
   

  
	
  21

  	
  CSR BIS: NT Server Support

  



 


4

















 


	
  22

  	
  CSR BIS: Email

  
	
   

  	
   

  
	
  23

  	
  CSR BIS: Wide Area
  Network Support

  
	
   

  	
   

  
	
  24

  	
  CSR BIS: E-Commerce

  
	
   

  	
   

  
	
  25

  	
  CSR BIS: Voice Services

  
	
   

  	
   

  
	
  26

  	
  CSR
  BIS: SAP and Command / ACS data centre and support

  
	
   

  	
   

  
	
  27

  	
  CSR BIS:
  Miscellaneous Applications Support

  
	
   

  	
   

  
	
  28

  	
  CSR BIS: Miscellaneous
  Support

  
	
   

  	
   

  
	
  Schedule 2 –
  Agreed Service Schedule

  



 


5

















 


This transition and shared services agreement


 


is made on
March 27, 2003 between the following parties:


 


1                                         CSR Limited ABN 90 000 001 276

of Level 1, 9 Help Street, Chatswood NSW 2067 (CSR)


 


2                                         Rinker Group Limited ABN 53 003 433 118

of Level 4, 9 Help Street, Chatswood NSW 2067 (RGL)


 


Recitals


 


A.                                   RGL Group Members receive from CSR
Group Members certain services and access to software, information technology
and communications infrastructure, property and other facilities and
infrastructure in connection with the RGLA Businesses.


 


B.                                     The CSR Group has agreed to
continue making such services and access available to the RGL Group during the
Term to assist the RGL Group to transition away from the services and access
provided by the CSR Group to the RGLA Businesses.


 


C.                                     The CSR Group and the RGL Group
have agreed


 


(a)                                  to assist each other with giving
effect to the Demerger and the maintenance of their corporate memories and to
share relevant experience and


 


(b)                                 to license each other to use
copyright in their works to carry on their business operations


 


and CSR has agreed to licence to the RGL Group in Australia the right
temporarily to continue to display the CSR Trade Mark in its signage in connection
with the RGLA Businesses to enable the RGL Group to remove it in an orderly
manner.


 


The parties agree


 


in consideration of, among other things, the mutual
promises contained in this Agreement:


 


1                                         Definitions and interpretation


 


1.1                              Definitions


 


In this Agreement the following terms have
the following meanings:


 


Agreement means
this agreement including all Service Schedules.


 


Business Day means
a day (not being a Saturday, Sunday or public holiday) in Sydney.


 


Charges mean the
fees payable for the Services pursuant to clause 8.


 


Claim has the
meaning given in the Demerger Deed.


 


6

















 


Commencement Date means the
commencement of the month immediately following the month in which the
Effective Date occurs or such other date as is agreed by CSR and RGL.


 


Confidential information means confidential information, trade secrets, know-how,
scientific, technical, product, market or pricing information which is
confidential to the RGL Group or the CSR Group, other than Excluded
Information.


 


Contract Manager means the representative of each Party
specified in the relevant Service Schedule.


 


CSR Group means CSR
and each of its Subsidiaries at the relevant time (excluding any RGL Group
Members at the relevant time) each a CSR Group Member.


 


CSR Trade Mark means “CSR” in whatever form it currently
appears in the signage used in connection with the RGLA Businesses.


 


defaulting Third Party service provider is defined in clause 12.3.


 


Demerger has the meaning given to it
in the Demerger Deed.


 


Demerger Deed means
the Demerger Deed between CSR and RGL executed on or about the date of this
Agreement.


 


Effective Date has the meaning has the same meaning as in
the Demerger Deed.


 


Excluded Information means information:


 


(a)                                  which is in or becomes part of the public domain other than through
the recipient’s breach of this Agreement or an obligation of confidence owed to
the provider of the information;


 


(b)                                 which the recipient of the information obtains from a third party who is lawfully
in possession of the information and may lawfully disclose it to the recipient;
or


 


(c)                                  which is or has been
independently developed by an employee of the recipient who has no knowledge of
the disclosure by the disclosing party.


 


Extension Period
means, in relation to a Service or Services, the period, if any, specified as
such in a Service Schedule as applying to the Service or Services.


 


Force Majeure Event means
any event which is not within the reasonable control of the party claiming
force majeure and includes strikes, lockouts and other industrial disputes.


 


Government Agency means any foreign or
Australian government or semi-governmental, administrative, fiscal, judicial or
quasi-judicial body, department, commission, authority, tribunal, agency or
entity or person vested with functions under any law or any Minister of the
Crown in right of the Commonwealth of Australia or any state.


 


7

















 


Gross Default has the meaning given in
clause 12.1(a).


 


Initial Period
means, in relation to a Service or Services, the period specified as such in a
Service Schedule applying to that Service or Services.


 


Intellectual Property means the statutory and other
legally enforceable proprietary rights, including but not limited to trade
marks, patents, designs, copyright, circuit layouts, confidential information,
trade secrets and all other intellectual property rights as defined in Article
2 of the Convention establishing the World Intellectual Property Organisation,
dated 14 July 1967, as amended from time to time.


 


Parties mean each
CSR Group Member and each RGL Group Member.


 


Personal Information has the meaning given in the Privacy Act 1988 (Cth).


 


Privacy Laws means
the Privacy Act 1988 (Cth) and any ancillary rules, guidelines, orders,
directions, directives, codes of conduct or other instrument made or issued
thereunder, as amended from time to time and all other statutes concerning the
privacy of Personal Information.


 


Recipient means the Party entitled to receive a Service
specified in a Service Schedule and, unless otherwise stated in that Service
Schedule, means a RGL Group Member.


 


Related Body Corporate has the meaning given in section 9 of the Corporations Act 2001
(Cth).


 


RGLA Businesses has the meaning given to
the RGL Businesses in the Demerger Deed except that it is confined to the
businesses, operations and activities carried on in Australia.


 


RGL  Group
means RGL and each of its Subsidiaries at the relevant time, each a RGL Group
Member.


 


Services means the
various services and access to be provided by the CSR Group Members pursuant to
this Agreement as specified in the Service Schedules.


 


Service Schedule
means a schedule describing the Services to be provided and attached to this
Agreement as part of Schedule 1 at the date of this Agreement or subsequently
attached to this Agreement as a part of Schedule 2 pursuant to clause 5.


 


Subsidiary has the
meaning given in section 9 of the Corporations Act 2001 (Cth).


 


Supplier means the Party required to supply a Service
specified in a Service Schedules and, unless otherwise stated in that Service
Schedule, means a CSR Group Member.


 


8

















 


Term has the
meaning given in clause 2(a).


 


Third Party means
any person other than a RGL Group Member or a CSR Group Member, and includes
Government Agencies.


 


Third Party Claim
means a Claim brought by a Third Party.


 


Third Party Consent means a consent
given by a Third Party including any agreement or waiver.


 


Third Party service providers means any third party that provides or supplies Services to a Party
including any subcontractors engaged by a Party to provide or supply Services
pursuant to this Agreement.


 


Trade Practices Act
means the Trade Practices Act 1974 (Cth) and corresponding Australian State and
Territory enactments and references in this Agreement to sections of the Trade
Practices Act include all corresponding provisions of any Australian State and
Territory enactments.


 


Variation means any
variation, alteration, amendment, reduction or addition to any aspect of the
Services, and includes any necessarily consequential changes to the relevant
Service Schedules.


 


1.2                               Interpretation


 


(a)                                  In this Agreement headings and bold type are for convenience only
and do not affect the interpretation of this Agreement and unless the context
otherwise requires:


 


(1)                                  words importing the singular include the plural and vice versa;


 


(2)                                  a reference to one gender includes all genders;


 


(3)                                  other parts of speech and grammatical forms of a word or phrase
defined in this Agreement have a corresponding meaning;


 


(4)                                  an expression importing a natural person includes any company,
partnership, joint venture, association, corporation or other body corporate
and any Government Agency;


 


(5)                                  a reference to legislation includes any change to, consolidation or
replacement of it, whether passed by the same or another Government Agency with
legal power to do so, and any delegated legislation or proclamation issued
under it;


 


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


 


(7)                                  a reference to a party to a document includes that party’s
executors, administrators, successors and permitted assigns including any
person taking by novation;


 


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


 


9

















 


(9)                                  if more than one person is
identified as a group, that expression refers to them, and the obligations of
the group under this Agreement bind them, jointly and severally;


 


(10)                            a covenant or agreement on the part of two or more persons binds
them severally;


 


(11)                            “in relation to” includes arising, directly or indirectly, in whole or in part, in
relation to, in relation to, in connection with, as a consequence of, or which
would not have arisen but for;


 


(12)                            a reference to “claim” includes any claim or cause of action and
whether made at law, in equity or under statute; and


 


(13)                            a reference to a body other than a party to this Agreement
(including an institute, association or authority) whether statutory or not
which ceases to exist or whose powers or functions are transferred to another
body, is a reference to the body which replaces it or which substantially
succeeds to its powers or functions.


 


(b)                                In this Agreement, unless otherwise expressly stated, “including”
means “including but not limited to” and “include” and “includes” have
corresponding meanings.


 


(c)                                 Where the day on or by which any thing is to be done is not a
Business Day, that thing must be done on or by the next Business Day.


 


1.3                               Precedence of documents


 


Subject to any express provision to the
contrary in this Agreement (excluding the Service Schedules), to the extent of
any inconsistency between the provisions of this Agreement (excluding the
Service Schedules) and the Service Schedules, the provisions of this Agreement
(excluding the Service Schedules) will prevail to the extent of the
inconsistency.


 


1.4                               Beneficial interest


 


(a)                                  CSR and RGL acknowledge and agree that:


 


(1)                                  CSR enters into and obtains the benefit of this Agreement on behalf
of itself and as trustee for each CSR Group Member;


 


(2)                                  where this Agreement obliges or purports to oblige any CSR Group
Member to act or to refrain from acting or otherwise specifies or purports to
specify the rights and obligations of any CSR Group Member, CSR will procure
that the CSR Group Member acts or refrains from acting in accordance with this
Agreement and otherwise complies with its rights and obligations under this
Agreement;


 


(3)                                  any CSR Group Member may enforce any promise, right (including right
of indemnification), representation, warranty and release that is given to or
made in favour of or for the benefit of, a CSR Group Member or may require CSR
to enforce the same on behalf of a CSR


 


10

















 


Group Member;


 


(4)                                  RGL enters into and obtains the benefit of this Agreement on behalf
of itself and as trustee for each RGL Group Member;


 


(5)                                  where this Agreement obliges or purports to oblige any RGL Group
Member to act or to refrain from acting or otherwise specifies or purports to
specify the rights and obligations of any RGL Group Member, RGL will procure
that the RGL Group Member acts or refrains from acting in accordance with this
agreement and otherwise complies with its rights and obligations under this
Agreement; and


 


(6)                                  any RGL Group Member may enforce any promise, right (including right
of indemnification), representation, warranty and release that is given to or
made in favour of or for the benefit of, a RGL Group Member or may require RGL
to enforce the same on behalf of a RGL Group Member.


 


2                                         Term


 


(a)                                  This Agreement commences on the Commencement Date and expires when
no Supplier is any longer obliged to provide, or to procure the supply of, any
Services pursuant to this Agreement, unless terminated earlier in accordance
with this Agreement.


 


(b)                                 If a Service Schedule specifies an Extension Period, the relevant
Recipient may by written notice to the relevant Supplier not less than 30 Days
before the expiry of the Initial Period specified in the Service Schedule,
require that the term of that Service Schedule be extended by the Extension
Period. Following receipt of such notice, the Supplier must continue to supply,
or procure the supply of, the Service the subject of the notice during the
Extension Period in accordance with this Agreement.


 


3                                         Provision of Services


 


(a)                                  With effect from the Commencement Date, each Supplier will supply,
or procure the supply of, the Services for the Initial Period (and for the
Extension Period if applicable pursuant to clause 2(b)) to the relevant
Recipient in accordance with this Agreement and each Service’s specific Service
Schedule.


 


(b)                                 Subject to clauses 5.4 and 7, a Supplier will to the extent
reasonably possible supply, or procure the supply of, the Services in the same
manner and on the same basis as those Services were supplied to the Recipient
immediately prior to the Commencement Date except as expressly stated in a
Service Schedule.


 


(c)                                  Notwithstanding clause 3(a) and (b), a Supplier is not obliged to
supply or procure the supply of particular Services to Recipients to the extent


 


11

















 


that:


 


(1)                                  a Third Party Consent is required for the lawful supply of those
Services and such Third Party Consent has not been obtained or is withdrawn; or


 


(2)                                  any Third Party, which provides the Services, ceases to provide
those Services for any reason outside the reasonable control of CSR .


 


(d)                                 The Supplier and Recipient of a Service must each use their
reasonable endeavours to obtain, and prevent the withdrawal of, any Third Party
Consent provided that the Supplier is not obliged to incur any significant
expenses or make any payment for a Third Party Consent


 


(1)                                  except to the extent that the Supplier would have been required, by
the terms of any agreement with the Third Party, to do so to enable the
continued provision of the Service if the Demerger had not occurred or


 


(2)                                  the Recipient offers to reimburse those expenses or make that
payment.


 


4                                         RGL Group’s and CSR Group’s obligations


 


4.1                               RGL Group’s responsibilities


 


(a)                                  RGL must provide, or procure that the relevant RGL Group Member
provides, all reasonable assistance and do all things reasonably requested by a
Party to allow the Party to fulfil its obligations under this Agreement
including giving a CSR Group Member reasonable access to premises and equipment
of RGL Group Members and making available, as reasonably requested by the Party, necessary information
and personnel.


 


(b)                                 RGL must ensure that each RGL Group Member:


 


(1)                                  complies with its responsibilities set out in the Service Schedules;
and


 


(2)                                  complies with the reasonable guidelines and instructions issued by
the CSR Group Member from time to time with respect to any relevant Service
supplied by that CSR Group Member.


 


(c)                                  A CSR Group Member will not be liable for any failure to fulfil an
obligation under this Agreement where the CSR Group Member is delayed in, or
prevented from, fulfilling that obligation as a result of any act or omission
of a RGL Group Member or any of its sub-contractors, agents or employees.


 


4.2                               CSR Group’s responsibilities


 


(a)                                  CSR must provide, or procure that the relevant CSR Group Member
provides, all reasonable assistance and do all things reasonably requested by a
Party to allow the Party to fulfil its obligations under this Agreement
including giving a RGL Group Member reasonable access to premises and equipment
of CSR Group Members and making


 


12

















 


available, as
reasonably requested by the Party, necessary information and personnel.


 


(b)                                 CSR must ensure that each CSR Group Member


 


(1)                                  complies with its responsibilities set out in the Service Schedules;
and


 


(2)                                  complies with the reasonable guidelines and instructions issued by
the CSR Group Member from time to time with respect to any relevant Service
supplied by that RGL Group Member.


 


(c)                                  A RGL Group Member will not be liable for any failure to fulfil an
obligation under this Agreement where the RGL Group Member is delayed in, or
prevented from, fulfilling that obligation as a result of any act or omission
of a CSR Group Member or any of its sub-contractors, agents or employees.


 


5                                         Variation of and additional Services


 


5.1                               Additional Services


 


The Parties may agree on additional
services to be provided pursuant to this Agreement by entering into a Service Schedule
for such services substantially in the form of the template in Schedule 1,
which Service Schedule once completed will be annexed as part of Schedule 2.


 


5.2                               Variation request


 


Any Party may request a Variation to the
Services.


 


5.3                               No obligation to vary


 


(a)                                  A Party will use reasonable endeavours to accommodate any request
for a Variation or a request for additional Services.


 


(b)                                 Subject to clause 5.4, no Variation or new Service Schedule will
take effect unless approved in writing by both Parties.


 


5.4                               Variations to IT
infrastructure and Service delivery


 


If:


 


(a)                                  a CSR Group Member wishes to change the information technology
infrastructure of CSR to which the RGL Group has access under this Agreement or
which is necessary for the delivery of a Service; or


 


(b)                                 a Supplier wishes to change the method of delivery, volume,
performance level or amount of resources involved in the provision of a
Service,


 


in a manner which may have a material
adverse impact on the Recipient’s business, then:


 


13

















 


(c)                                  the relevant Supplier must notify the relevant Recipient;


 


(d)                                 the relevant Parties must consult and negotiate in good faith
regarding the Variation;


 


(e)                                  the Supplier must not implement the Variation without the written
approval of the Recipient which approval must not be unreasonably withheld or
delayed.


 


6                                         [This part has been deleted]


 


7                                         Sub-contracting


 


(a)                                  A Party may subcontract the provision of any of the Services
provided that there are no material adverse effects on the cost or quality of
those Services. Any such sub-contracting does not limit a Party’s obligations
under this Agreement.


 


(b)                                 A Supplier providing a Service may at any time, in its discretion,
replace one Third Party service provider in respect of that Service for another
provided that there are no material adverse effects on the cost or quality of
that Service.


 


8                                         Payment


 


8.1                               Charges


 


Unless
otherwise agreed by the relevant Supplier and Recipient:


 


(a)                                  The Charges for each Service shall be not exceed cost and are set
out in the Service Schedule applicable to that Service.


 


(b)                                 The relevant Recipient must pay to the Supplier the Charges for
Services provided to the Recipient.


 


(c)                                  If the relevant Recipient fails to pay an undisputed Charge under
this Agreement, then without limiting the Supplier’s rights under clause
14.5(b), interest will accrue on the unpaid amount at a rate 1% above the
Westpac Banking Corporation’s prime rate from the due date for payment to the
date of actual payment.


 


8.2                              Invoicing and payment


 


Unless otherwise specified in a Service
Schedule:


 


(a)                                  the Supplier will invoice the relevant Recipient monthly in arrears
in respect of the Services provided to that Party. Each invoice must be a valid
tax invoice, be sent to the relevant Recipient’s Contract Manager, quote the
applicable purchase order number and detail the Charges payable under this
clause 8, providing where necessary reasonable details of, and


 


14

















 


substantiating evidence supporting, the
Charges detailed in the invoice; and


 


(b)                                 the relevant Recipient must pay each invoice within 30 days after
the date of the invoice in accordance with any directions contained in the
invoice .


 


8.3                               Adjustment to Charges


 


Unless
otherwise specified in a Service Schedule:


 


(a)                                  if the costs incurred by a Supplier in providing or procuring the
provision of the supply of a Service:


 


(1)                                  materially increase as a result of a Third Party service provider
increasing the fees it charges the Supplier other than as a result of an act or
omission of the Supplier (excluding any act or omission of the Supplier
required by or resulting from the Demerger), then the Supplier may pass on the
increased Charges for that Service to the relevant Recipient in a proportionate
amount; or


 


(2)                                  materially decrease as a result of a Third Party service provider
decreasing the fees it charges the Supplier, then the Supplier must pass on the
decreased Charges for that Service to the relevant Recipient in a proportionate
amount.


 


8.4                               Disputed Charges


 


(a)                                  A Party may withhold payment of any Charge which is invoiced to it
and which it disputes in good faith. However, the failure by a Party to
withhold such payment does not prejudice the right of the Party to dispute the
Charge.


 


(b)                                 A Party, which is disputing a Charge, must continue to pay other
Charges, which are not in dispute in accordance with this Agreement.


 


(c)                                  The relevant Parties must seek to resolve any dispute in relation to
a Charge in accordance with clause 9.


 


(d)                                 Where a Party withholds any disputed Charge, that Party will pay to
the invoicing Party interest on the amount withheld at 1% above the Westpac
Banking Corporation prime rate from the due date for payment to the date of
actual payment to the extent that such disputed Charge is ultimately determined
to be payable.


 


(e)                                  Where a Party does not withhold payment of a disputed Charge and it
is ultimately determined that the disputed Charge which has been paid was not
payable in full, the invoicing Party will pay to the Party, that disputed the
Charge, interest on the amount determined to be payable at 1% above the Westpac
Banking Corporation prime rate for the period from the date that payment was
made until the date that the overpayment is refunded.


 


15

















 


9                                         Dispute
Resolution


 


The Parties agree to use reasonable
endeavours, acting in good faith, to settle disputes arising between them in
connection with this Agreement.


 


10                                  Confidentiality and disclosure of information


 


10.1                        Confidentiality


 


Each Party must:


 


(a)                                  keep all Confidential Information of any other Party provided to it
by that Party or otherwise obtained by it pursuant to this Agreement in strict
confidence;


 


(b)                                 keep all Confidential Information of any other Party provided to it
by that Party or otherwise obtained by it pursuant to this Agreement secure and
protected from any use, disclosure or access which is inconsistent with this
Agreement;


 


(c)                                  not make use of the Confidential Information of any other Party
provided to it by that Party or otherwise obtained by it pursuant to this
Agreement to the commercial, financial or competitive disadvantage of the other
Party; and


 


(d)                                 not disclose, or permit the disclosure of, Confidential Information
of any other Party provided to it by that Party or otherwise obtained by it
pursuant to this Agreement either during or after the Term, without the other
Party’s prior written approval which will not be unreasonably withheld or
delayed.


 


10.2                        Permitted disclosure


 


Notwithstanding clause 10.1, a Party may
disclose Confidential Information of any other Party provided to it by that
Party or otherwise obtained by it pursuant to this Agreement:


 


(a)                                  to its officers, employees, agents, auditors, professional advisors,
sub-contractors, Related Bodies Corporate and to Third Party service providers
who have a specific need to have access to the Confidential Information for the
purposes of this Agreement including the enforcement of this Agreement;


 


(b)                                 if required to by:


 


(1)                                  law;


 


(2)                                  a Government Agency; or


 


(3)                                  the rules of a stock exchange on which that Party or a Related Body
Corporate of that Party is listed,


 


16

















 


provided that where reasonably practicable,
prior to any such disclosure the Party proposing to disclose provides to the
Party whose Confidential Information is to be disclosed a copy of the proposed
disclosure and those Parties consult with each other as to the reasonable scope
of the disclosure. Any disclosure must be of only the minimum information
required to comply with the law or the rules of the applicable stock exchange
(as applicable); or


 


(c)                                  if required to disclose the information in connection with legal
proceedings relating to this Agreement,


 


provided that prior to any disclosure
reasonable steps are taken to inform the recipient of the Confidential
Information in writing of the confidential nature of the information and the
terms of this clause and otherwise to ensure that the confidentiality of the
Confidential Information is maintained.


 


10.3                        Third party disclosure


 


A Party disclosing information under clause
10.2(a) must ensure that persons to whom Confidential Information is disclosed
do not use, provide or disclose the Confidential Information except in
accordance with this Agreement.


 


10.4                        Return or destruction of
Confidential Information


 


(a)                                  A Party must immediately on request by an other Party (at that
Party’s option) either:


 


(1)                                  return all copies and extracts of the Confidential Information of
that Party provided to it by that Party or otherwise obtained by it pursuant to
this Agreement and all summaries, reports and notes made that relate to, use or
are wholly or partly derived from that Confidential Information (whether on
paper, in an electronic information storage and retrieval system, in any other
storage and retrieval system, or in any other storage medium); or


 


(2)                                  certify by a statutory declaration made by a senior executive or a
director of the Party that the items referred to in clause 10.4(a)(1) have been
destroyed or erased.


 


(b)                                 The return of any of the Confidential Information, or the return,
destruction or erasure of the items referred to in clause 10.4(a)(1), does not
relieve the Party that received or otherwise obtained such Confidential
Information from any of its obligations under this Agreement.


 


10.5                        No obligation to provide
Confidential Information


 


Nothing in this clause 10 obliges a Party
to provide any of its Confidential Information to any other Party.


 


17

















 


10.6                        Privacy


 


The Parties will each comply with all
applicable Privacy Laws when handling Personal Information in connection with
this Agreement.


 


10.7                        Survival of clause


 


Clause 10 will survive the termination of this
Agreement.


 


11                                  No warranties


 


Except as expressly stated in this
Agreement and to the extent permitted by law, all express or implied
conditions, warranties or undertakings, whether oral or in writing, in law or
in fact, including warranties as to satisfactory quality and fitness for a
particular purpose, in relation to the provision of the Services or the
Services themselves are excluded.


 


12                                  Limitation of liability


 


12.1                        Limitation of liability


 


(a)                                  A Party is not liable for any loss or damage suffered by another
Party in connection with this Agreement other than loss or damage as a result
of the fraud or wilful breach of this Agreement by that first Party, its
employees or agents (each a Gross Default).


 


(b)                                 A Party is not liable for any indirect or consequential loss or
damage however caused (except as a result of that Party’s Gross Default or )
suffered by another Party in connection with this Agreement.


 


(c)                                  A Party is not liable for any:


 


(1)                                  loss of revenues;


 


(2)                                  loss of reputation;


 


(3)                                  loss of profits;


 


(4)                                  lost opportunities, including opportunities to enter into or
complete arrangements with third parties; or


 


(5)                                  loss or damage in connection with claims against another Party by
third parties,


 


however caused (except as a result of the
first Party’s Gross Default), suffered by another Party in connection with this
Agreement.


 


(d)                                 Any liability of a Party for loss or damage, however caused
(including, as a result of that Party’s Gross Default), suffered by another
Party in connection with this Agreement is reduced to the extent that that
other


 


18

















 


Party or its employees or agents contribute
to the loss or damage.


 


12.2                        Trade Practices Act


 


(a)                                  Subject to clause 12.2(b), if the Trade Practices Act implies a
condition or warranty into this Agreement in respect of goods or services
supplied, and a Supplier’s liability for breach of that condition or warranty
may not be excluded but may be limited, clause 12.1(a) does not apply to
that liability and instead the Supplier’s liability for any breach of that
condition or warranty is limited to:


 


(1)                                  in the case of a supply of goods, the Supplier doing any one or more
of the following (at its election):


 


(A)                              replacing the goods or supplying equivalent goods;


 


(B)                                repairing the goods;


 


(C)                                paying the cost of replacing the goods or of acquiring equivalent
goods;


 


(D)                               paying the cost of having the goods repaired; or


 


(2)                                  in the case of a supply of services, the Supplier doing either or
both of the following (at its election):


 


(A)                              supplying the services again; and


 


(B)                                paying the cost of having the services supplied again.


 


(b)                                 Nothing in this Agreement is intended to exclude, restrict or modify
rights which any Party may have under the Trade Practices Act which may not be
excluded, restricted or modified by agreement.


 


12.3                        Right of recovery against a third
party


 


(a)                                  Where:


 


(1)                                  any Recipient suffers a failure, defect, omission, delay or default
in the supply of Services to it;


 


(2)                                  that Service is sourced from a Third Party service provider; and


 


(3)                                  the failure, defect, omission, delay or default is directly or
indirectly related to an act or omission of the Third Party service provider (“defaulting
Third Party service provider”),


 


the Recipient can require the relevant
Supplier (at the Recipient’s expense) to exercise any right of recovery that
the Supplier may have against the defaulting Third Party service provider to
have the defaulting Third Party service provider remedy the failure, defect,
omission, delay or default.


 


(b)                                 Where a Supplier has a right of recovery against a defaulting Third
Party service provider:


 


(1)                                  where required by the relevant Recipient under clause 12.3(a), the
Supplier must, make and use its reasonable endeavours to pursue, such claim;


 


19

















 


and


 


(2)                                  the relevant Recipient must use its reasonable endeavours to assist
the Supplier in making and pursuing such claim, including by procuring that the
Supplier’s representatives are given reasonable access to the Recipient’s
representatives and by procuring that such persons:


 


(A)                              attend interviews at the premises of the relevant Recipient;


 


(B)                                give evidence in Court at the request of the Supplier; and


 


(C)                                provide all other reasonable assistance in relation to the claim,


 


provided that the Supplier must take
reasonable steps to minimise any disruption caused to the Recipient’s
businesses and representatives.


 


(c)                                  A Supplier will not be liable to make a payment to Recipient in
relation to a liability of that Recipient in relation to which Supplier has a
right of recovery against a defaulting Third Party service provider (other than
in respect of any amount that those Parties acting reasonably agree is
attributable to the Supplier’s Gross Default) unless and until the Supplier,
acting reasonably, has made a claim against the defaulting Third Party service
provider and has used its reasonable endeavours to pursue that claim and the
claim has been finalised.


 


(d)                                 Where a Supplier has a right of recovery (whether in whole or in
part) against a defaulting Third Party service provider in respect of any loss
or damage suffered by any Recipient, the Supplier’s liability to any Recipient
will be the amount actually recovered by the CSR Group Member from the
defaulting Third Party service provider less the Supplier’s reasonable costs
(including legal costs on a full indemnity basis) of making and pursuing the
claim against the defaulting Third Party service provider.


 


12.4                        Force Majeure


 


(a)                                  Where a Force Majeure Event prevents or delays a Party from
performing an obligation under this Agreement, that obligation is suspended as
long as the Force Majeure Event continues provided such Party continues to use
commercially reasonable efforts to recommence performance or observance of its
obligation and keeps the other Party informed of the status of the Force
Majeure Event and the Party’s efforts to resolve it.


 


(b)                                 The Party seeking to rely upon a Force Majeure Event pursuant to
clause 12.4(a), must, as soon as possible after that event occurs, notify
the other Party of full details of:


 


(1)                                  the event;


 


(2)                                  the effect of the event on performance of the affected Party’s
obligations;


 


(3)                                  the anticipated period during which the affected obligation will not
be


 


20

















 


performed; and


 


(4)                                  the action (if any) the affected Party intends to take to mitigate
or remove the effect and delay.


 


(c)                                  If the Force Majeure Event continues or is reasonably likely to
continue for more than 90 days and the affected Parties have during that period
been unable to agree upon a course of action to work around the Force Majeure
Event, then any affected Party may by written notice to the other Party,
terminate the affected Service or Service Schedules (as is applicable).


 


12.5                        Insurance


 


(a)                                  The CSR Group and the RGL Group must each maintain for the Term and
for 12 months after the Term valid and enforceable insurance policies relating
to:


 


(1)                                  liability with coverage of at least $20 million;


 


(2)                                  professional indemnity with coverage of at least $5 million;


 


(3)                                  property damage with coverage of at least $5 million; and


 


relevant to the performance of the Services
and extending to any CSR Group Member’s negligence.


 


(b)                                 CSR Group Members must comply with their legal obligations in
relation to workers compensation.


 


13                                  Copyright and CSR Trade Mark Licence


 


13.1                        Copyright Licences


 


(a)                                  In consideration of the RGL Group Members agreeing to grant the
licence to the CSR Group Members in clause 13.1(b), on and from the
Commencement Date, the CSR Group Members grant each RGL Group Member an
irrevocable, perpetual, royalty-free and other consideration-free,
non-exclusive, non-transferable licence to exercise all copyright rights in all
works and other subject matter (other than software) in which copyright
subsists immediately prior to the Commencement Date which relates to or is
required by that party for the operation of its business, to the extent that
CSR or a CSR Group Member is entitled to grant such rights, whether as
owner of such rights or as licensee of such rights, for the period it is
entitled to grant such rights.


 


(b)                                 In consideration of the CSR Group Members agreeing to grant the
licence to the RGL Group Members in clause 13.1(a), on and


 


21

















 


from the Commencement Date the RGL Group
members grant each CSR Group Member an irrevocable, perpetual, royalty-free and
other consideration-free, non-exclusive, non-transferrable licence to exercise
all copyright rights in all works and other subject matter (other than
software) in which copyright subsists immediately prior to the Commencement
Date which relates to or is required by that party for the operation of its
business, to the extent that a RGL Group Member is entitled to grant such
rights, whether as owner of such rights or as licensee of such rights, for the
period it is entitled to grant such rights.


 


(c)                                  The licences granted in this clause 13 shall continue
notwithstanding expiration or termination of this Agreement.


 


13.2                        Trade Mark Licences


 


(a)                                  Subject to clause 13.2(b), for 12 months from 28 March 2003 (Transition Period) CSR grants each RGL
Group Member a non-exclusive, non-transferable, royalty-free and other
consideration-free licence to use the CSR Trade Mark as a trade mark in the
operations of the RGL Group as part of signage in relation to goods and
services (including on vehicles and at sites) in the manner and form that the
CSR Trade Mark is used by those parties as at 28 March 2003 (Permitted Use).


 


(b)                                 RGL agrees that:


 


(1)                                  it will only use, and will ensure that each RGL Group Member will
only use the CSR Trade Mark for the Permitted Use;


 


(2)                                  it will actively take steps, and ensure that each RGL Group Member
will actively take steps, to cease the Permitted Use on or before the
expiration of the Transition Period;


 


(3)                                  pending cessation of the Permitted Use, it will and will ensure that
each RGL Group Member will, only use the CSR Trade Mark for signage in relation
to goods or services of a standard and quality equal to the standard and
quality of goods or services in respect of which the CSR Trade Mark was used as
at the Commencement Date;


 


(4)                                  upon expiration of the Transition Period it will not use, and will
ensure that each RGL Group Member will not use any trade mark substantially
identical with, deceptively similar to or likely to be mistaken for or confused
with the CSR Trade Mark;


 


(5)                                  all benefits arising from use of the CSR Trade Mark in accordance
with this Agreement, including goodwill arising from such use, will vest in
CSR; and


 


(6)                                  it will not, and will ensure that each RGL Group Member will not,
exercise any of the rights granted to an authorised user under section 26
of the Trade Marks Act (Cth) 1995 or any other comparable rights


 


22

















 


under any other legislation, in respect of
the CSR Trade Mark.


 


(c)                                  The licence granted in this clause 13.2 shall continue during the
Transition Period notwithstanding termination of this Agreement during the
Transition Period.


 


14                                  Assistance on cessation


 


14.1                        Principles of cessation


 


The following principles will apply to any
cessation of the provision of a Service:


 


(a)                                  The Supplier will provide to the relevant Recipient all reasonable
assistance and information, and will co-operate with the relevant Recipient, to
ensure that the cessation of the provision of any Services will be conducted in
as efficient, fair and reasonable manner as reasonably possible; and


 


(b)                                 the relevant Recipient will pay the reasonable costs of the Supplier
incurred under clause 14.1(a).


 


14.2                        Grant of licence


 


For the purposes of a Recipient using third
party applications and systems used in providing a Service after cessation of
the provision of that Service, the Supplier of that Service grants, an
irrevocable, perpetual, royalty-free and other consideration-free,
non-exclusive, and unless otherwise expressly stated herein, transferable
licence, to use, and unless otherwise expressly stated herein, the right to
sub-licence, Intellectual Property in any modifications, configurations and
customisations made to such applications and systems to the extent that the
Supplier is entitled to grant such rights, whether as owner of such rights or
as licensee of such rights.


 


15                                  Termination


 


15.1                        Termination Events


 


It is a Termination Event if:


 


(a)                                  a Party breaches this Agreement in a material respect  and
does not remedy that breach or offer reasonable compensation within 15 Business
Days after the Party not in default and which is adversely effected by the
breach gives the Party in default written notice requiring such remediation or
reasonable compensation;


 


(b)                                 a Party suspends payment of its debts generally, is or becomes
unable to pay its debts when they are due, states that it is unable to pay its


 


23

















 


debts when they are due or is or becomes
unable to pay its debts within the meaning of the Corporations Act 2001;


 


(c)                                  a Party enters into, or resolves to enter into, any arrangement,
composition or compromise with, or assignment for the benefit of, its creditors
or any class of them other than in relation to the Demerger or a solvent
corporate reconstruction;


 


(d)                                 a receiver, receiver and manager, administrator, trustee or similar official
is appointed over a substantial part of the assets or undertakings of a Party,
an application or order is made for the winding up or dissolution of a Party
except whilst solvent, or a resolution is passed or any steps are taken to pass
a resolution for the winding up or dissolution of a Party, except whilst
solvent or for the purpose of an amalgamation or reconstruction which has the
other Party’s prior consent, which consent must not be unreasonably withheld or
delayed;


 


(e)                                  a Party takes any step to obtain protection or is granted protection
from its creditors under any applicable law; or


 


(f)                                    a Party ceases or threatens to cease carrying on business in
general.


 


15.2                        Effect of Termination Event


 


If a Termination Event occurs:


 


(a)                                  where a Supplier is the subject of the Termination Event in clause
15.1(a) in relation to a Service Schedule, the relevant Recipient may (without
affecting the accrued rights and obligations of the Parties as at the date of
termination) terminate that Service Schedule immediately by notice to that
Supplier;


 


(b)                                 where a RGL Group Member is the subject of the Termination Event
otherwise than pursuant to clauses 15.2(a) or 15.2(c), CSR may (without
affecting the accrued rights and obligations of the Parties as at the date of
termination) terminate this Agreement;


 


(c)                                  where a Recipient is the subject of the Termination Event in clause
15.1(a) in relation to a Service Schedule, the relevant Supplier may (without
affecting the accrued rights and obligations of the Parties as at the date of
termination) terminate that Service Schedule immediately by notice to that
Recipient; and


 


(d)                                 where a CSR Group Member is the subject of the Termination Event
otherwise than pursuant to clauses 15.2(a) or 15.2(c), RGL may (without
affecting the accrued rights and obligations of the Parties as at the date of
termination) terminate this Agreement.


 


15.3                        Termination for convenience


 


(a)                                  Subject to clause 15.3(b):


 


(1)                                  a Recipient may terminate a Service or a Service Schedule in whole
or in part (unless the Service Schedule expressly provides otherwise) for


 


24

















 


convenience upon not less than 60 days (or
such other period expressly provided in the Service Schedule) prior written
notice to the relevant Supplier; and


 


(2)                                  RGL may terminate this Agreement for convenience upon not less than
6 months prior written notice to CSR.


 


(b)                                 Where a Supplier has sourced a Service from a Third Party service
provider for a specific minimum period of time or for a specific minimum
volume, the supply or facilitation of the supply of that Service cannot be
terminated, reduced or lessened by the relevant Recipient for convenience under
clause 15.3(a) except to the extent that such termination, reduction or
lessening has no material adverse impact on the relevant Supplier (for example,
because the Supplier is permitted to pass on the termination, reduction or
lessening of the Service to the Third Party under the terms of the Third Party
service agreement).


 


15.4                        Termination of a Service
Schedule


 


Termination of Service Schedule in whole or
in part will not affect the terms of the remaining Service Schedules and the
Agreement and such terms will remain in full force and effect.


 


15.5                        Termination where scheme of
arrangement or change of control


 


(a)                                  CSR may terminate this Agreement and all Service Schedules by giving
written notice to RGL if:


 


(1)                                  RGL proposes a scheme of arrangement with its members; or


 


(2)                                  a person holds, or begins to hold, a voting interest (as defined in
the Corporations Act 2001 (Cth)) of 50% or more in RGL.


 


(b)                                 RGL may terminate this Agreement and all Service Schedules by giving
written notice to CSR if:


 


(1)                                  CSR proposes a scheme of arrangement with its members; or


 


(2)                                  a person holds, or begins to hold, a voting interest (as defined in
the Corporations Act 2001 (Cth)) of 50% or more in CSR.


 


16                                  General


 


16.1                        Notices


 


(a)                                  Any notice or other communication including, but not limited to, any
request, demand, consent or approval, to or by a party to this Agreement:


 


25

















 


(1)                                  must be in legible writing and in English addressed as shown below:


 


(A)                              if to CSR or a CSR Group Member:


 


Address:                                               CSR Limited

Level 1, 9 Help Street,

Chatswood NSW 2067


 


Attention:                                         Chief Financial Officer


 


Facsimile:                                            +61 2 9235 8055; and


 


(B)                                if to RGL or a RGL Group Member:


 


Address:                                               Rinker Group Limited

Level 1, 9 Help Street,

Chatswood NSW 2067


 


Attention:                                         Company Secretary


 


Facsimile:                                            +61 2 9412 6666,


 


or
as specified to the sender by any Party by notice;


 


(2)                                  must be signed by the sender (if a natural person) or an officer or
under the common seal of the sender (if a corporation);


 


(3)                                  is regarded as being given by the sender and received by the
addressee:


 


(A)                              if by delivery in person, when delivered to the addressee;


 


(B)                                if by post, 3 Business Days from and including the date of postage;
or


 


(C)                                if by facsimile transmission, whether or not legibly received, when
received by the addressee,


 


but if the delivery or receipt is on a day
which is not a Business Day or is after 4.00 pm (addressee’s time) it is
regarded as received at 9.00 am on the following Business Day; and


 


(4)                                  can be relied upon by the addressee and the addressee is not liable
to any other person for any consequences of that reliance if the addressee
believes it to be genuine, correct and authorised by the sender.


 


(b)                                 A facsimile transmission is regarded as legible unless the addressee
telephones the sender within 3 hours after transmission is received or regarded
as received under clause 16.1(a)(3) and informs the sender that it is not
legible.


 


(c)                                  In this clause 16.1, a reference to an addressee includes a
reference to an addressee’s officers, agents or employees or any person
reasonably believed by the sender to be an officer, agent or employee of the
addressee.


 


16.2                        Governing law and jurisdiction


 


(a)                                  This Agreement is governed by the laws of New South Wales,


 


26

















 


Australia.


 


(b)                                 Each of the Parties irrevocably submits to the exclusive
jurisdiction of the courts of New South Wales, Australia.


 


16.3                        Further assurances


 


Each Party must promptly do all things and
execute and deliver all further documents necessary to give full effect to this
Agreement and the Demerger, including, negotiating in good faith with respect
to any matters requested by the other Party.


 


16.4                        Variation


 


A variation of any term of this Agreement
must be in writing and signed by CSR and RGL or, in the case of a Service
Schedule, the relevant Supplier and Recipient.


 


16.5                        Merger


 


No right or obligation of any Party will
merge on completion of any transaction under this Agreement. All rights and
obligations under this Agreement survive the execution and delivery of any
transfer or other document, which implements any transaction under this
Agreement.


 


16.6                        Assignment


 


Rights arising out of or under this
Agreement cannot be assigned, novated or otherwise transferred by a Party
without the prior written consent of the other Party.


 


16.7                        Consents


 


Any consent referred to in, or required
under, this Agreement from any Party may not be unreasonably withheld or
delayed, unless this Agreement expressly provides for that consent to be given
in that Party’s absolute discretion.


 


16.8                        Waivers


 


(a)                                  Waiver of any right arising from a breach of this Agreement or of
any right, power, authority, discretion or remedy arising upon default under
this deed must be in writing and signed by the Party granting the waiver.


 


(b)                                 A failure or delay in exercise, or partial exercise, of:


 


(1)                                  a right arising from a breach of this Agreement; or


 


(2)                                  a right, power, authority, discretion or remedy created or arising
upon default under this Agreement,


 


does not result in a waiver of that right,
power, authority,


 


27

















 


discretion or remedy.


 


(c)                                  A Party is not entitled to rely on a delay in the exercise or
non-exercise of a right, power, authority, discretion or remedy arising from a
breach of this Agreement or on a default under this Agreement as constituting a
waiver of that right, power, authority, discretion or remedy.


 


(d)                                 A Party may not rely on any conduct of another party as a defence to
exercise of a right, power, authority, discretion or remedy by that other
party.


 


(e)                                  This clause may not itself be waived except by writing.


 


16.9                        Costs and expenses


 


(a)                                  Subject to clause 16.9(b), each Party must pay its own legal costs
and expenses in relation to the negotiation, preparation, completion and
stamping of this Agreement.


 


(b)                                 RGL will:


 


(1)                                  pay all stamp duties (apart from financial institutions duties or
bank account debit taxes which will lie between the parties as they fall) and
any related interest, fines and penalties in relation to this Agreement, the
performance of this Agreement and each transaction effected by or made under or
pursuant to this Agreement; and


 


(2)                                  indemnify CSR against any liability arising from failure to comply
with clause 16.9(b)(1).


 


16.10                 No representation or reliance


 


(a)                                  Each Party acknowledges that no Party (nor any person acting on its
behalf) has made any representation or other inducement to it to enter into
this Agreement, except for representations or inducements expressly set out in
this Agreement.


 


(b)                                 Each Party acknowledges and confirms that it does not enter into
this Agreement in reliance on any representation or other inducement by or on
behalf of any other Party, except for any representation or inducement
expressly set out in this Agreement.


 


16.11                 Entire Agreement


 


(a)                                  This Agreement embodies the entire agreement between the Parties in
relation to its subject matter and supersedes any prior negotiation,
arrangement, understanding or agreement with respect to its subject matter.


 


(b)                                 Any disclosure, statement, representation, term, warranty, condition,
promise, undertaking or forecast (a Statement) made, given or agreed to in any
prior draft of this Agreement or in any negotiation, arrangement, understanding
or agreement relating to the subject matter or any term of this Agreement, has
no effect except to the extent


 


28

















 


expressly set out or incorporated by
reference in this Agreement.


 


(c)                                  Each Party releases all the other Parties from, and agrees not to
make any claims against any of them or their officers, employees, agents or
advisors, in respect of or arising from:


 


(1)                                  any Statement, made, given or agreed to in any draft of this
Agreement or in the course of communication or in any prior negotiation,
arrangement, understanding or agreement with respect to the subject matter of
or any term of this Agreement, whether the Statement, was:


 


(A)                              oral or written or implied by conduct; and


 


(B)                                made, given or agreed to before or during the making of this
Agreement:


 


(2)                                  any conduct in relation to any draft of this Agreement, or any
negotiation, arrangement, understanding or agreement with respect to the
subject matter of or any term of this Agreement, whether the conduct occurred
before or during the making of this Agreement;


 


(3)                                  negligence; and


 


(4)                                  section 52 of the Trade Practices Act.


 


(d)                                 Nothing in clause 16.11(c) applies to any right, power or claim
under or arising from the executed version of this Agreement. In entering into
this Agreement no Party has relied upon anything referred to in clause 16.11(c)(1),
(2) or (4).


 


16.12                 Cumulative rights


 


The rights, powers, authorities,
discretions and remedies arising out of or under this Agreement are cumulative
and do not exclude any other right, power, authority, discretion or remedy of a
Party to it.


 


16.13                 Prohibition and enforceability


 


(a)                                  Any provision of, or the application of any provision of, this
Agreement or any right, power, authority, discretion or remedy which is
prohibited in any jurisdiction is, in that jurisdiction, ineffective only to
the extent of that prohibition.


 


(b)                                 Any provision of, or the application of any provision of, this
Agreement which is void, illegal or unenforceable in any jurisdiction does not
affect the validity, legality or enforceability of that provision in any other
jurisdiction or of the remaining provisions in that or any other jurisdiction.


 


(c)                                  Where any clause of this Agreement is void, illegal or
unenforceable, it may be severed without affecting the legality, validity and
enforceability of the other provisions in this Agreement, unless this would
materially change the intended effect of this Agreement.


 


29

















 


16.14                 To the extent not excluded by law


 


The rights, duties and remedies granted or
imposed under the provisions of this Agreement operate to the extent not
excluded by law.


 


17                                  GST


 


If a goods and services tax (GST) applies to any supply made under or in
connection with this Agreement:


 


(a)                                  the supplier may, subject to providing a valid tax invoice identifying
the GST on each component of the goods and/or services and/or things supplied,
adjust the amount payable for the goods and/or services and/or things to
recover from the recipient an additional amount on account of GST, such amount
not to exceed the amount of the supplier’s liability for GST in respect of the
goods and/or services and/or things and to be recoverable from the recipient at
the same time as the amount payable for the goods and/or services and/or
things; and


 


(b)                                 if either party is entitled to be reimbursed by the other party for
a cost or expense incurred in connection with this Agreement, the reimbursement
payment shall exclude any GST component of the cost or expense for which an
input tax credit may be claimed by the party entitled to be reimbursed.


 


 


Executed as an agreement:


 


Signed for CSR Limited


by its representative in the presence of:


 


	
  /s/ Graham Hughes

  	
   

  	
  /s/ Warren Saxelby

  
	
  Witness

  	
  Representative

  
	
   

  
	
  Graham Hughes

  	
   

  	
  Warren Saxelby

  
	
  Name (please print)

  	
  Name (please print)

  
				



 


30

















 


 


Signed for Rinker Group Limited


by its representative in the presence of:


 


	
  /s/ Graham Hughes

  	
   

  	
  /s/ Thomas Gene Burmeister

  
	
  Witness

  	
  Representative

  
	
   

  
	
  Graham Hughes

  	
   

  	
  Thomas Gene Burmeister

  
	
  Name (please print)

  	
  Name (please print)

  
				



 


31

















 


Schedule 1 – Agreed
Service Schedule


 


The following service schedules detail the agreements
between CSR and RGL in place at 31 March 2003.


 


32

















 


1                                         CSR BSC: Processing of
AP invoices for RGL


 


Service to be provided


 


Data Capture for Accounts Payable Invoices


 


The Service involves the receipt and
subsequent processing of accounts payable invoices for RMG. Specifically this
will involve on a daily basis:


 


•                  Opening of mail received at RGL’s post office box or sent to CSR by
RGL


 


•                  Sorting all invoices into appropriate IXOS queue


 


•                  Imaging all invoices to appropriate IXOS queue


 


•                  Data entry of all invoices to Purchase Orders (MRHR) on RGL’s SAP system
PR2


 


•                  Data entry of all invoices to Non Purchase Order & Service
Register (F-43)


 


•                  All invoices received at CSR will be entered to RGL’s system within
24 hours of receipt, provided that system is available uninterrupted to CSR for
data entry purposes.


 


Return to Suppliers of all invoices not
quoting a valid Purchase Order number.


 


CSR and RGL will agree a number of KPI’s
that CSR will measure and report upon to RGL monthly.


 


Term


 


Initial Period 01/04/03 – 30/09/03


 


Extension Period 01/10/03 -31/03/04 (on
month by month basis)


 


Charges


 


Fees will be calculated on the following
basis:


 


•                  $0.97 per invoice based on SAP transactional counts (FB03) for
imaging & data entry


 


•                  $0.50 per invoices returned to suppliers


 


33

















 


RGL Resources


 


RGL will provide one person (Marie
Molineaux) at CSR’s premises to assist with opening mail, sorting and scanning
invoices, dealing with “no P.O.” invoices, arranging archiving of paper
invoices, and measuring and reporting agreed KPI’s. CSR will manager these
activities and in addition CSR will provide software and hardware to facilitate
scanning, deliver the scanned images to a server nominated by RGL, and data
enter the scanned invoices to RGL’s system. 
CSR may sub-contract parts of this activity to an external service
provider. CSR will measure and report agreed KPI’s.


 


Reviews/Meetings


 


Formal
quarterly meetings will be held between contract managers nominated below where
KPI’s will be presented and reviewed.


 


Contract Managers


 


Kathleen
Farley will manage the data capture service provided by CSR. Sandra Springolo
(RGL BSC) will be responsible for ordering and reviewing service delivery on
behalf of RGL.


 


34

















 


2                                        CSR BSC: Gateway
Transmissions to Westpac


 


Service to be provided


 


Biztalk/Gateway Transmissions to Westpac


 


The service is for provision of software,
hardware & technical support for the transmission & completion of
payment file transfers from RGL to Westpac Banking Corporation on a daily basis


 


Term


 


Initial Period 01/04/03 – 30/06/03


 


Extension Period 01/07/03 -31/03/04 (on
month by month basis)


 


Charges


 


Fees will be calculated on the following
basis:


 


•                  $2000 per month


 


Reviews/Meetings


 


Formal
Quarterly meetings will be held between contract managers nominated below where
KPI’s on service will be reviewed.


 


Contract Managers


 


John Cameron
will manage the data capture service provided by CSR. Sandra Springolo (RGL
BSC) will be responsible for ordering & reviewing Service delivery on
behalf of RGL.


 


35

















 


3                                        CSR BSC: Leaseplan
administration


 


Service to be provided


 


•                  Loading of monthly Operating and Pass-On invoices to the RGL SAP
system for payment to Leaseplan


 


•                  Loading of monthly Actual Operating and Pass-On costs to SAP cost
centres in the RGL general ledger


 


•                  On-going reconciliation of actual Operating costs to paid invoices


 


•                  Settlement with Leaseplan on over/under-payment of Operating costs


 


•                  Monthly loading of CSR Treasury charges to RGL for vehicle leasing
and vehicle terminations


 


Term


 


Initial Period: 01/04/03 – 30/06/03


 


Extension Period: 01/07/03 – 30/09/03


 


Charges


 


An invoice for the service will be raised
on a monthly basis quoting the relevant RGL Purchase Order number. The monthly
fee will be $1500.  Payment will be
effected 30 days from the end of the month of invoice.


 


Reviews/Meetings


 


Meetings between the CSR and RGL
representatives will be arranged as required.


 


Contract Managers


 


Phil Carter will manage the service
provided by CSR.  Bill Langford will be
responsible for RGL.


 


36

















 


4                                        CSR HR: BSC CHRIS system


 


Service to be provided


 


CHRIS HR / Payroll System


 


The Service provides the software support required
for Readymix to continue using CHRIS – CSR’s HR / Payroll System. The service
includes :


 


•                  Maintenance and routine development of the CHRIS software.


•                  Maintenance of CHRIS system security.


•                  Help Desk user support during business hours (Sydney time).


•                  Electronic data reporting to state WorkCover authorities.


•                  Major system development work (including any dataloads to a
successor system) are excluded. These may be negotiated with payment of an
additional fee.


 


Term


 


Initial
Period 01/04/03 – 31/03/04


First
Extension Period 01/04/04 -30/09/04


Second
Extension Period 01/10/04 – 31/03/05


 


Charges


 


Fees will be calculated on the following
basis:


 


•                  $11.00 per annum per monthly paid employee (payroll charge)


•                  $22.00 per annum per fortnightly paid employee (payroll charge)


•                  $33.00 per annum per weekly paid employee (payroll charge)


•                  $25.00 per annum per staff employee (HR charge)


•                  $6.25   per annum per wages
employee (HR charge)


•                  $20.00 per annum per WebChris user account


 


Should the contract be extended into the second year,
fees will be adjusted in line with any change to the costs of providing the
service.


 


Reviews/Meetings


 


Formal quarterly meetings will be held
between contract managers nominated below.


 


Contract Managers


 


Peter Moss / Jon Hanlon will manage the
CHRIS service provided by CSR. Brad Tallon / Steve Williams will be responsible
for ordering and reviewing


 


37

















 


service delivery on behalf of RGL.


 


38

















 


5                                        CSR HR: Transitional
support services


 


Service to be provided


 


HR Support Services 


 


The following services are required by RGL for
transitional assistance and advice:


 


•                  Salary Review process Management


 


•                  STI Scheme Management


 


•                  Statutory Reporting


 


•                  Expatriate and Secondee Administration


 


Term


 


Initial
Period: 01/04/03 - 30/09/03


 


Extension
Period:  01/10/03 - 31/03/04


 


Charges


 


Fees will be calculated at an hourly rate of $ 110.00 for advice and
assistance provided by CSR HR.


 


Contract Managers


 


Peter Moss and
Margaret Larkin will provide this CSR Service. 
Damir Kucan with Debra Jackson will be responsible for RGL.


 


39

















 


6                                        CSR HR: Share and Option Plans


 


Service to be provided


 


Share and Option Plans


 


The Service involves the administration of
the Universal Share Option Plan (USOP), the Transitional Share Plan (TSP), the
Executive Share Option Plan (ESOP), the Employee Share Acquisition Plan (ESAP)
and the Cash Award Share Plan (CASP) for Australian based RGL employees.
Specifically this will involve:


 


•                  Maintaining records
of shares and options on the CHRIS data base.


 


•                  Communications to
share and option holders when necessary.


 


•                  Disposal and
transfer of shares/options.


 


•                  Complying with legislative
requirements.


 


•                  Dividend
distributions.


 


•                  Liaising with Share
Registry.


 


•                  Responding to
general enquiries.


 


•                  Excluded is any
share / option plan administration for USA employees.


 


Training in
processes:


 


•                  CSR will manage the transitional process in order to fully train the
RGL representative in all aspects of share and option plan management.


 


Term


 


Initial
Period 01/04/03 – 31/03/04


 


First
Extension Period 01/04/04 -30/09/04


 


Second
Extension Period 01/10/04 – 30/09/05


 


Charges


 


Fees will be
calculated on the following basis:


 


$ 5,500.00 per month


 


Should the contract be extended into the second year,
fees will be adjusted in line with any change to the costs of providing the
service.


 


Reviews/Meetings


 


Formal
quarterly meetings will be held between contract managers nominated below.


 


40

















 


Contract Managers


 


Margaret
Larkin will manage the service provided by CSR. Brad Tallon / Steve Williams
will be responsible for RGL.


 


41

















 


7                                        CSR HR: Vehicle Administration


 


Service to be provided


 


Vehicle
administration – RMH owned and Novated 


 


•                  New vehicles – prompt drivers to change over in line with company
policy; check and process orders


 


•                  Novated – assist senior managers with documentation; liaise with
LeasePlan throughout ordering process; record vehicle charge on payroll;
confirm revised remuneration package to employee.


 


•                  Process sales to employees and sale of surplus vehicles


 


•                  Vehicle transfers – prompt managers following driver
termination/transfer; record transfers and FBT declarations


 


•                  Process infringements and manage those that go to court


 


•                  Process authorities for accident damage >$3,000 for company or
third party vehicles.  Provide managers
with accident details for all accidents.


 


•                  Provide external partners - LeasePlan and Asset Capital - with
changes to cost centres and drivers.


 


•                  Review and up-date CHRIS system with all vehicle records to ensure
FBT can be accurately and appropriately calculated a) on a routine basis for
display on payslips and b) at FBT year-end.


 


•                  Ensure proceeds received from LeasePlan for all company owned
vehicles sold by them.


 


•                  Maintain Vehicle Management website.


 


•                  Annual – administer re-registrations (common expiry) at 1st
April; administer insurance premium changes for novated leases at 1st
January; reconcile actual–vs- budget FBT for novated lease 2nd
vehicles and up-date payroll.


 


Training in
processes:


 


•                  Jane Thomas will manage the transitional process in order to fully
train Mary Ellen Durrance in all aspects of vehicle management.


 


Term


 


Initial Period
01/04/03 – 30/6/03


 


Extension
Period 01/7/03 -30/09/03


 


42

















 


Charges


 


Fees will be calculated on the following
basis:


 


$7,500 per month


 


RGL Resources


 


RGL will
provide staff (Mary Ellen Durrance) at CSR’s premises to carry out the
administrative aspects of the activities described in 1 above during the
transition process.


 


Contract Managers


 


Jane Thomas
(CSR) will manage the transitional process. (RGL) will manage the process post
transition that will include all aspects of vehicle management.


 


Trevor Schmitt
/ Bruce Davis will be responsible for managing the relationship with the
vehicle provider.


 


Brad Tallon /
Steve Williams will be responsible for the transactional work carried out by
Mary Ellen Durrance.


 


43

















 


8                                        CSR HR: CHRIS system –
Workers’ Compensation


 


Service to be provided


 


CHRIS Workers’ Compensation System


 


The Service
provides the software support required for Readymix to continue using the CHRIS
System Workers’ Compensation Module. The service includes :


 


•                  Maintenance and routine development of the CHRIS software.


 


•                  Maintenance of CHRIS system security.


 


•                  Help Desk user support during business hours (Sydney time).


 


•                  Electronic data reporting to state Workcover authorities.


 


•                  Major system development work (including any dataloads to a
successor system) are excluded. These may be negotiated with payment of an
additional fee.


 


Term


 


Initial Period
01/04/03 – 31/03/04


 


First
Extension Period 01/04/04 -30/09/04


 


Second
Extension Period 01/10/04 – 31/03/05


 


Charges


 


Fees will be
calculated on the following basis:


 


$ 6,500.00 per month.


 


Should the contract be extended into the second year,
fees will be adjusted in line with any change to the costs of providing the
service.


 


Reviews/Meetings


 


Formal
quarterly meetings will be held between contract managers nominated below.


 


Contract Managers


 


Peter Moss /
Jon Hanlon will manage the CHRIS Workers’ Compensation service


 


44

















 


provided by
CSR. Fleur Dooley / Helen Jones will be responsible for ordering and reviewing
service delivery on behalf of RGL.


 


9                                        CSR Workers
Compensation: administration assistance Yarraville.


 


Service to be provided


 


The RGL southern regional office will be
hiring an administration assistant in either March or April 2003, depending on
availability.  RGL will require the
following transitional services from the CSR administration assistant at
Yarraville (Sandra Cook):


 


•                  Provide full claims administration services until RGL assistant is
available;


 


•                  Provide assistance with training and handover of tasks to the new
RGL administration assistant.


 


Term


 


Initial Period: 01/04/03 - 30/06/03


 


Extension Period:  01/07/03 - 30/09/03


 


Charges


 


Fees will be calculated on the following
basis:


 


$28.00 per hour until the RGL
administration assistant is hired and trained


 


RGL resources


 


RGL will be responsible for ensuring the
RGL administration assistant will be located at the CSR’s premises during the
transition period.


 


Contract Managers


 


Debbie Schroeder will provide this CSR
Service.  Helen Jones will be
responsible for RGL.


 


45

















 


10                                 CSR Workers
Compensation:  Claims Advisor Queensland


 


Service to be provided


 


CSR will continue to employ Len Clapshaw in
the capacity of Claims Advisor in Queensland.


 


Len will be seconded to RGL and located at
RGL offices at Milton on an ongoing full time basis to provide claims
management services


 


Term


 


Initial Period: 01/04/03 – ongoing


 


Charges


 


Fees will be calculated on the following
basis:


 


•                  RGL will reimburse CSR for Len’s salary and on-costs on a monthly
basis;


 


•                  In the event that the Claims Advisor position becomes redundant, RGL
will be responsible for the cost of retrenchment.


 


Review meetings


 


Quarterly review meetings will be held
between contract Managers as below.


 


Contract Managers


 


Debbie Schroeder will provide this CSR
Service.  Helen Jones will be
responsible for RGL.


 


46

















 


11                                  CSR Procurement:
Telstra Contract Negotiations


 


Service to be provided


 


Telstra
Demerger Contract Negotiations and Contract Drafting 


 


The objective of the service is to provide
RGL with a commercially acceptable ‘Whole of Business Agreement’ with Telstra.
The Agreement will reflect the existing CSR Ltd agreement with Telstra and will
only be modified to allow for the demerged entities to participate, unless
otherwise agreed. The services to be provided by CSR are:


 


•                  Provide commercial negotiation leadership.


 


•                  Facilitate all contract meetings with Telstra.


 


•                  Represent RGL in contract meetings with Telstra when a RGL
representative can not attend.


 


•                  Draft the Agreement and present to RGL management and Legal team in
a commercially acceptable form.


 


•                  Work in conjunction with CSR BIS group and RGL IT department to
effect the outcome.


 


Term


 


Initial Period 01/04/03 – 30/6/03


 


Extension Period 01/7/03 -30/08/03


 


Charges


 


Fees will be calculated on the following
basis:


 


•                  $100 per hour


 


RGL Resources


 


RGL will provide access to personnel with
authority to commit RGL contractually.


 


Reviews/Meetings


 


Meetings will
be held between contract managers when required.


 


Contract Managers


 


Penny Harte
(CSR) will manage the transitional process in conjunction with Bruce


 


47

















 


Davis (RGL).


 


48

















 


12                                 CSR FRG: Transitional
accounting and reporting assistance


 


Service to be provided


 


The following services are required by RGL
for accounting and reporting assistance and incorporate training in processes
to the appropriate RGL staff:


 


1.               Produce
Yem03 RGL statutory Australian accounts


2.               Produce
Yem03 RGL 20F


3.               Attendance
and participation at Yem03 BAC


4.               Assistance
with establishing GRS on Rinker computer systems


5.               Produce
Yem03 BAC papers


6.               Provide
requested historical files (hardcopy and softcopy)


7.               Accounting
standards and international harmonization assistance.


8.               Provide
assistance with Half Year End September 2003 Accounts including group
consolidation, eliminations, etc and participation at BAC


9.               Provide
assistance to establish accounting manual and subsidiary details for RGL,
currently maintained by CSR in Lotus Notes


10.         Provide
ongoing support to Tianjin re old chart of accounts


11.         Assistance
with RGL Corporate Accounting set up and processes


12.         Assistance
with TEASME


13.         Miscellaneous
reporting requirements set up and processes


14.         Assistance
with compilation of Bureau of Statistics returns


15.         Assistance
with ASX/ASIC liaison


16.         Assistance
with compilation of BAS statements


17.         Assistance
with D&B and other credit reporting not in Treasury


18.         Assistance
with PSA filings


19.         Assistance
with Accounting / business organizations such as Group of 100


20.         Management
Reporting advice, set up and processes


 


Term


 


Initial Period 01/04/03 – 31/03/04


 


Extension Period 01/04/04 -30/09/04


 


49

















 


Charges


 


Fees will be calculated on the following
basis:


 


•                  Monthly retainer of A$10,000 during initial period of this agreement


 


•                  Out of pocket expenses as agreed by the contract managers


 


•                  Monthly retainer to be reviewed following completion of HYE and YE
Accounts to determine whether a variation to this agreement is appropriate


 


The above fees do no include items 1 and 2
listed in section 1 of this schedule. 
They are provided for as part of the YEM03 demerger costs.


 


RGL Resources


 


It is the responsibility for RGL to
initiate the requests for services and provide appropriate RGL staff to be
trained.  A schedule detailing RGL
staffing responsible for the transition tasks will be provided.


 


Contract Managers


 


Martin Buckland
will be responsible for managing and reviewing service delivery on behalf of
RGL.  Edwin Smith will manage the
Accounting and Reporting service provided by CSR.


 


50

















 


13                                 CSR Taxation: Cross
training in tax processes


 


Service to be provided


 


For general tax advice within the CSR and
RGL groups, rather than duplicating research, there will be a period of sharing
taxation expertise and knowledge of tax procedures and processes.  With time, this will reduce but it is
anticipated that there will be ongoing cross sharing in the future.


 


Term


 


Generally, there will be an initial period
of 1 April 2003 to 30 September 2003.


 


This will be extended to cover the period
October 2003 to December 2004 for matters relating to knowledge for various
matters including subdivision 149-B of the Income Tax Assessment Act 1997, tax
consolidations etc.


 


Work that commenced pre demerger in
relation to RGL will be included in this initial period and extension.


 


In addition to the above, Robyn Farrell
will be available to assist RGL as needed for taxation advice on human
resources and employee share plan matters. Such assistance will not be confined
only to these areas but will cover taxation advice of a specialised nature in
other areas. It is anticipated Robyn’s assistance will average out at 20% of
normal time and will be contributed on a defined project basis rather then a
specific day per week. This additional assistance will be for 12 months
commencing on 1 April 2003. Further periods may be negotiated.


 


Charges


 


It has been agreed that there will be no
charges for general services due to sharing of expertise between the two
companies which will balance each other.


 


Robyn Farrell’s expertise will be provided
for a monthly charge of $3,000. This will be reviewed after 6 months. If RGL
are of the opinion this resource has been under-utilised after 6 months, they
may request changes. If circumstances permit, CSR and RGL may agree to replace
this monthly charge with a negotiated success fee arrangement.


 


Reviews/Meetings


 


As and when required however,
it is anticipated that tax returns for the year ended 30 March 2003 will be
prepared jointly.


 


Contract Managers


 


CSR:                    Peter McGuigan


 


51

















 


RGL:                    Kamlesh Davé


 


52

















 


14                                 CSR Treasury: Treasury
services


 


Service to be provided


 


Completion of initial implementation of Integra T system for RGL


 


The service provides for completion of the
initial implementation of the Integra T system for RGL on the RGL server in
West Palm Beach, Florida if not completed by March 31, 2003. This includes the
complete transfer of all March 31, 2003 month end RGL data from the Sydney
server to the West Palm Beach server and completion of deliverables.


 


Updates to any CSR custom changes to the Integra T Treasury system


 


The service provides using the services of
John Kamenitsas for obtaining the changes after April 1 made by CSR to the
Integra T reports or other changes not standard with Integra T


 


Consulting on Integra T system use


 


The service provides for questions about
entering transactions, month end accounting or obtaining reports from the
Integra T system, using the services of John Kamenitsas for accounting months
April to June 2003, and Grant Helm for accounting months April and May 2003. 


 


Consulting on Treasury matters


 


The service provides for explanation of
items arranged by CSR Treasury prior to April 1, 2003 and advice on
contemplated transactions after April 1, 2003.


 


Preparation of all FAS 133 calculations for March 31, 2003 accounting


 


The service provides for preparation of
detailed schedules of all open interest rate swaps or other derivatives at
March 31, 2003, determining all classification and marking to market
calculations required by the pronouncement, and obtaining auditor signoff of
the result. It also provides for the transmittal to Rinker Materials or any
other RGL Group company of the US GAAP adjusting entries and cumulative
accounting entries in both US and Australian dollars, plus training in the
processes followed to enable RGL to replicate in future periods.


 


Assistance in establishing Treasury Policies for RGL


 


The service provides for advising on the
purpose and working of current CSR Treasury Policies, and providing electronic
copies in WORD of existing CSR Treasury policies.


 


53

















 


Term


 


Initial Period
01/04/03 – 30/09/03


 


Extension
Period 01/10/03 -31/03/04


 


Charges


 


Fees will be calculated on the following
basis:


 


•                  Monthly retainer of A$1,000.00 during initial period of this
agreement


 


Reviews/Meetings


 


Informal
telephone conferences will be held between contract managers as required.


 


Contract Managers


 


The CSR
Treasury manager will manage the service provided by CSR. Michael Zern will be
responsible for ordering and reviewing service delivery on behalf of RGL.


 


54

















 


15                                 CSR Treasury: Vehicle
Finance support


 


Service to be provided


 


Accounting
administration


 


•                   Maintain cost centre activity, (month end and year end).


 


•                   Processing all journal entries for acquisitions, rentals, disposals
as per advice from Jane Thomas


 


•                   Organise payment to Asset Capital for administration work


 


Cashflows


 


•                  Process all cash flows for acquisitions from LeasePlan Australia and
disposals from all sources.


 


Term


 


Initial Period 01/04/03 – 30/6/03


 


Extension Period 01/7/03 -30/09/03


 


Charges


 


Fees will be calculated on the following
basis:


 


•                  $500 per month for CSR Treasury administration services


 


•                  50% of the monthly ‘Asset Capital’ service fee


 


Contract Managers


 


CSR: Grant
Helm


 


RGL: Michael
Larkin


 


55

















 


16                                 CSR Strategy: Advice


 


Service to be provided


 


“Informal Advice”: CSR strategy
group (including Tony Carlton and team) will be available on an ad hoc basis to
provide broad council to RGL strategy group (Dave Berger, Michael Kelly, Peter
Trimble) including specific issues related to the Heavy Construction Materials
Industry, valuations/reports related to prior relevant projects (e.g.,
Jacaranda) and RGL’s corporate finance strategy (e.g., WACC, equity listing
issues).


 


This schedule is intended to cover services
provided to RGL at cost to the extent they become material (ie, more than 20%
of a specific individual’s time).


 


Note: Contingency formal advice required (e.g. in the event of a
hostile takeover) is covered in a separate letter of agreement dated 11th March
2003.


 


Term


 


Initial Period: 1/4/03 – 31/3/04


 


Charges


 


Fees will be calculated at cost on an
hourly rate basis for advice and assistance provided by CSR.


 


Reviews/Meetings (Optional)


 


Meetings will be arranged when required on
an as needs basis.


 


Contract Managers


 


CSR: Tony Carlton


 


RGL: David Berger


 


56

















 


17                                 CSR Property: Rent 9
Help Street Chatswood


 


Service to be provided


 


This service schedule outlines the
components of the occupancy by RGL at 9 Help St, Chatswood during April 2003.


 


Term


 


Initial Period 01/04/03 – 1/05/03


 


First Extension Period 2/05/03-31/05/03


 


Charges


 


The following rental charge is based on the
YEM04 Building services budget costs for a tenancy area of 600 sqm:


 




	
   

  	
   

  	
   

  	
   

  	
  Per month:

  	
   

  
	
  Rental

  	
   

  	
  $310 per sqm per annum

  	
   

  	
  15,500

  	
   

  
	
  Outgoings

  	
   

  	
  $72 per sqm per annum

  	
   

  	
  3,600

  	
   

  
	
  Carparking:
  20 spaces

  	
   

  	
  $218 per space per month

  	
   

  	
  4,360

  	
   

  
	
  Building
  services

  	
   

  	
  $83 per sqm per annum

  	
   

  	
  4,150

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total rental per month

  	
   

  	
   

  	
   

  	
  27,610

  	
   

  






 


Contract Managers


 


CSR: Andrew
MacKenzie


 


RGL: Trevor
Schmitt


 


57

















 


18                                 Corporate functions other


 


Service to be provided


 


The service,
to be provided by both CSR and RGL as required to give effect to the Demerger,
is the provision of advice and assistance in performing various corporate functions
not covered by other schedules to the Agreement, and the sharing of experience,
corporate memory and latest intelligence on best practice.


 


Term


 


Initial Period
1 April 2003 to 31 March 2004, to be extended by agreement between the parties.


 


Charges


 


There will be
no charges for services unless significant time is required to provide
assistance, in which case a charging mechanism will be negotiated in good
faith.


 


Contract Managers


 


To be appointed for each corporate
function, but initially:


 


•                  Company Secretary:  Graham
Hughes (CSR) and Peter Abraham (RGL)


 


•                  Legal:  Chris Bertuch (CSR)
and Brian Gill (RGL)


 


•                  Investor Relations & Corporate Affairs:  Andree Taylor (CSR) and Debra Stirling &
Luke Keighery (RGL)


 


58

















 


19                                 CSR BIS: Tier 1 Help Desk


 


Service to be provided


 


Tier I Information Technology Help Desk


 


This service
is to provide Readymix Holdings with Tier I Help Desk support during the
migration of IT services to the RGL IT group residing in West Palm Beach (US)
and Parramatta (AU).  The term or
duration of this service is during the deployment of TPIP’s and the conversion
from the CSR domain to the Rinker Group domain.  Services Include:


 


•                                         Tier I Help Desk Call Management


•                                         Logging and recording of individual support calls in Help Desk
application


•                                         Level One call resolution


•                                         End user follow up until closure of case.


 


Term


 


Initial
Period: Follows TPIP’s Rollout April 2003 – October 2003


Extension
Period:  November 2003 – January 1, 2004


 


Charges


 


Fees are expected to be charged as below, based on the
current TPIPs migration plan.


 


	
  Team

  	
   

  	
  YEM
  04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Helpdesk - CSR rechg

  recharge price $25.0

  	
   

  	
  $

  	
  85,500

  	
   

  	
  Vic

  	
   

  	
  $

  	
  5,400

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Qld

  	
   

  	
  $

  	
  7,700

  	
   

  	
  $

  	
  7,700

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NT & SA

  	
   

  	
  $

  	
  3,000

  	
   

  	
  $

  	
  3,000

  	
   

  	
  $

  	
  3,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA

  	
   

  	
  $

  	
  3,300

  	
   

  	
  $

  	
  3,300

  	
   

  	
  $

  	
  3,300

  	
   

  	
  $

  	
  3,300

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT & Tas

  	
   

  	
  $

  	
  700

  	
   

  	
  $

  	
  700

  	
   

  	
  $

  	
  700

  	
   

  	
  $

  	
  700

  	
   

  	
  $

  	
  700

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  3,000

  	
   

  
																												



 


If the service needs to continue into the Extension
Period, the charge will be A$25 per user per month.


 


Reviews/Meetings


 


Weekly
progress meeting held each Friday 8am (AU) on the progress of the Demerger of
IT systems.  Any timing or issues
resolution will be handled in this forum.


 


Contract Managers


 


Ole Elsaesser
or Assignee will manage the services provided by CSR.  Bill


 


59

















 


Gearhart and
Neville Hansen will be responsible for ordering and reviewing service delivery
on behalf of RGL.


 


60

















 


20                                 CSR BIS: PC and Desktop Support


 


Service to be provided


 


PC and Desktop Support Services 


 


This service is to provide Readymix
Holdings with PC and Desktop computing related support during the migration of
IT services to the RGL IT group residing in West Palm Beach (US) and Parramatta
(AU).  The costs in point 4 cover these
support services.  The term or duration
of this service is during the deployment of TPIP’s and the conversion from the
CSR domain to the Rinker Group domain.


 


All desktop PCs, laptops, winterms and
printer assets used by CM will be transferred at book value to RGL on 31 March
2003.  Microsoft, PC Anywhere, Norton
Anti-virus and other PC application software licences will be transferred to
RGL at cost on 31 March 2003.


 


Term


 


Initial Period: Follows TPIP’s Rollout
April 2003 – October 2003


Extension Period:  November 2003 – January 1, 2004


 


Charges


 


Fees are expected to be charged as shown in
the table below which is based on the current TPIPs migration plan.  These total costs have been calculated using
the following per device support costs.


 


Desktop PC 
$85 per mth


Laptop PC 
$125 per mth


Winterm 
$52.50 per mth


Networked printer  $37.50 per mth


 


	
   

  	
   

  	
  YEM
  04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Desktop - CSR rechg

  	
   

  	
  $

  	
  345,370

  	
   

  	
  Vic

  	
   

  	
  $

  	
  19,993

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Qld

  	
   

  	
  $

  	
  29,298

  	
   

  	
  $

  	
  29,298

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NT & SA

  	
   

  	
  $

  	
  10,108

  	
   

  	
  $

  	
  10,108

  	
   

  	
  $

  	
  10,108

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA

  	
   

  	
  $

  	
  13,665

  	
   

  	
  $

  	
  13,665

  	
   

  	
  $

  	
  13,665

  	
   

  	
  $

  	
  13,665

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT & Tas

  	
   

  	
  $

  	
  2,755

  	
   

  	
  $

  	
  2,755

  	
   

  	
  $

  	
  2,755

  	
   

  	
  $

  	
  2,755

  	
   

  	
  $

  	
  2,755

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  12,925

  	
   

  
																												



 


If the service needs to continue into the
Extension Period, the charge will continue based on the per device costs shown
above.


 


61

















 


Reviews/Meetings


 


Weekly progress meeting held each Friday
8am (AU) on the progress of the Demerger of IT systems.  Any timing or issues resolution will be
handled in this forum.


 


Contract Managers


 


Ole Elsaesser
or Assignee will manage the services provided by CSR.  Bill Gearhart and Neville Hansen will be responsible for ordering
and reviewing service delivery on behalf of RGL.


 


62

















 


21                                 CSR BIS:  NT Server Support


 


Service to be provided


 


NT Server Support 


 


This service is to provide Readymix
Holdings with NT Server Support during the migration of IT services to the RGL
IT group residing in West Palm Beach (US) and Parramatta (AU).  The term or duration of this service is
during the deployment of TPIP’s and the conversion from the CSR domain to the
Rinker Group domain.  The support charges
in point 4 of this schedule cover people and shared costs of supporting the NT
servers and CSR domain.


 


All specific CM server assets and related
server licences are to be transferred to RGL on 31 March 2003.  The servers will be transferred at book
value, while the licences will be transferred at cost.  The book value of an appropriate share of
the current server farms will also be transferred to RGL on 31 March 2003.


 


Term


 


Initial Period: Follows TPIP’s Rollout
April 2003 – October 2003


Extension Period:  November 2003 – January 1, 2004


 


Charges


 


Fees are expected to be charged as below,
based on the current TPIPs migration plan.


 


	
   

  	
   

  	
  YEM
  04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NT Services - CSR rechg

  recharge price $62.7

  	
   

  	
  $

  	
  214,434

  	
   

  	
  Vic

  	
   

  	
  $

  	
  13,543

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Qld

  	
   

  	
  $

  	
  19,312

  	
   

  	
  $

  	
  19,312

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NT & SA

  	
   

  	
  $

  	
  7,524

  	
   

  	
  $

  	
  7,524

  	
   

  	
  $

  	
  7,524

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA

  	
   

  	
  $

  	
  8,276

  	
   

  	
  $

  	
  8,276

  	
   

  	
  $

  	
  8,276

  	
   

  	
  $

  	
  8,276

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT & Tas

  	
   

  	
  $

  	
  1,756

  	
   

  	
  $

  	
  1,756

  	
   

  	
  $

  	
  1,756

  	
   

  	
  $

  	
  1,756

  	
   

  	
  $

  	
  1,756

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  7,524

  	
   

  
																												



 


If the service needs to continue into the
Extension Period, the charge will be A$62.70 per user per month.  A user is defined by the existence of a
current network logon to the CSR domain.


 


Reviews/Meetings


 


Weekly progress meeting held each Friday
8am (AU) on the progress of the Demerger of IT systems.  Any timing or issues resolution will be
handled in this forum.


 


Contract Managers


 


Ole Elsaesser or Assignee will manage the
services provided by CSR.  Bill


 


63

















 


Gearhart and Neville Hansen will be
responsible for ordering and reviewing service delivery on behalf of RGL.


 


22                                 CSR BIS: Email


 


Service to be provided


 


Email Services 


 


This service is the support of CSR’s
existing Email application @csr.com.au. 
Each RGL employee’s email account will be hosted and supported by CSR
until the transition to TPIPs and the RGL network.


 


Exchange and SMS licences for CM specific
servers will be transferred to RGL/Readymix on 31 March 2003.  RGL will pay for these licences from that
date.


 


Term


 


Initial Period: Follows TPIP’s Rollout
April 2003 – October 2003


 


Extension Period:  November 2003 – January 1, 2004


 


Charges


 


Fees are expected to be charged as below,
based on the current TPIPs migration plan.


 


	
   

  	
   

  	
  YEM
  04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email - CSR rechg

  recharge price $26.0

  	
   

  	
  $

  	
  88,920

  	
   

  	
  Vic

  	
   

  	
  $

  	
  5,616

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Qld

  	
   

  	
  $

  	
  8,008

  	
   

  	
  $

  	
  8,008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NT & SA

  	
   

  	
  $

  	
  3,120

  	
   

  	
  $

  	
  3,120

  	
   

  	
  $

  	
  3,120

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA

  	
   

  	
  $

  	
  3,432

  	
   

  	
  $

  	
  3,432

  	
   

  	
  $

  	
  3,432

  	
   

  	
  $

  	
  3,432

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT & Tas

  	
   

  	
  $

  	
  728

  	
   

  	
  $

  	
  728

  	
   

  	
  $

  	
  728

  	
   

  	
  $

  	
  728

  	
   

  	
  $

  	
  728

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  3,120

  	
   

  
																												



 


If the service needs to continue into the
Extension Period, the charge will be A$26 per user per month.


 


Reviews/Meetings


 


Weekly progress meeting held each Friday
8am (AU) on the progress of the Demerger of IT systems.  Any timing or issues resolution will be
handled in this forum.


 


64

















 


Contract Managers


 


Ole Elsaesser or Assignee will manage the
services provided by CSR.  Bill Gearhart
and Neville Hansen will be responsible for ordering and reviewing service
delivery on behalf of RGL.


 


65

















 


23                                 CSR BIS: Wide Area Network
Support


 


Service to be provided


 


Wide Area Network (WAN) Support Services 


 


This service is to provide Readymix
Holdings with Wide Area Network Support during the migration of IT services to
the RGL IT group residing in West Palm Beach (US) and Parramatta (AU).  The term or duration of this service is
during the deployment of TPIP’s and the conversion from the CSR domain to the
Rinker Group domain.


 


There are currently various services and
costs in relation to the WAN.  These are
listed below sorted by whether it will be provided by CSR during the deployment
of TPIPs or transferred to RGL from the 31st of March 2003.


 


Services / costs that will be delivered and
charged by CSR to RGL


 


•             Network support during
transition to TPIPs {TPIPs + 1 mth}


 


•             Cost of regional hub site
connections to the old network {TPIPs + 1 mth}


 


Services/costs that will be transferred
directly to RGL from 31 March 2003 are:


 


•          Telstra site costs for connection to the CSR WAN


 


•          Telstra site costs for connection to TPIPs


 


•          50% of the cost of the ‘core backbone’ of the old network


 


•          Telstra cost for the 6MB link between Australia and Florida


 


•          80% of the Telstra cost of the Parramatta 6MB link {until the line
is downgraded, then full cost of the link will be transferred}


 


•          the Telstra DDS account


 


•          50% of the Telstra cost for the link to China


 


•          the book value of switches, routers and other site hardware used by
CM sites


 


•          the book value of IO-LAN and DEC servers (if any)


 


•          the Marconi MDX maintenance contract


 


Services that will cease being provided by
CSR and that will be set up and provided by RGL to its Australian sites and
employees are:


 


66

















 


•          dialconnect ports / links


 


Services that will not be transferred to
RGL but will remain with CSR and not be recharged:


 


•          the cost of the link to Taiwan


 


Term


 


Initial Period: Follows TPIP’s Rollout
April 2003 – October 2003 plus one month to retire final data circuits.


 


Extension Period:  November 2003 – January 1, 2004


 


Charges


 


Fees are expected to be charged as below,
based on the current TPIPs migration plan. 
One month’s charge is to be added to each site to allow for cut over to
TPIPs.


 


	
   

  	
   

  	
  YEM
  04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  	
  Nov

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WAN/LAN - CSR rechg

  	
   

  	
  $

  	
  101,838

  	
   

  	
  Vic
  CSR

  	
   

  	
  $

  	
  3,280

  	
   

  	
  $

  	
  3,280

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Qld
  CSR

  	
   

  	
  $

  	
  6,489

  	
   

  	
  $

  	
  6,489

  	
   

  	
  $

  	
  6,489

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NT
  & SA CSR

  	
   

  	
  $

  	
  2,250

  	
   

  	
  $

  	
  2,250

  	
   

  	
  $

  	
  2,250

  	
   

  	
  $

  	
  2,250

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA
  CSR

  	
   

  	
  $

  	
  4,111

  	
   

  	
  $

  	
  4,111

  	
   

  	
  $

  	
  4,111

  	
   

  	
  $

  	
  4,111

  	
   

  	
  $

  	
  4,111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT
  & Tas CSR

  	
   

  	
  $

  	
  837

  	
   

  	
  $

  	
  837

  	
   

  	
  $

  	
  837

  	
   

  	
  $

  	
  837

  	
   

  	
  $

  	
  837

  	
   

  	
  $

  	
  837

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW
  CSR

  	
   

  	
  $

  	
  5,155

  	
   

  	
  $

  	
  5,155

  	
   

  	
  $

  	
  5,155

  	
   

  	
  $

  	
  5,155

  	
   

  	
  $

  	
  5,155

  	
   

  	
  $

  	
  5,155

  	
   

  	
  $

  	
  5,155

  	
   

  	
  $

  	
  5,155

  	
   

  
																															



 


Telstra Charges will be billed directly to
Readymix Holdings Infrastructure beginning April 2003.


 


If services are required in the Extension
Period, charges will be levied by site in accordance with the calculation
methodology used to calculate the State charges above.


 


In addition to the above, RGL will
contribute to the labour cost incurred by CSR in undertaking the migration to
TPIPs.  It is estimated that this cost
will be approximately $80,000, which is based on the cost to CSR of a resource
to undertake the project in YEM 04 apportioned by the percentage of total
Australian sites that are CM sites.


 


	
  TPIPs project people costs

  	
   

  	
  $

  	
  80,000

  	
   

  



 


Reviews/Meetings


 


Weekly progress meeting held each Friday
8am (AU) on the progress of the Demerger of IT systems.  Any timing or issues resolution will be
handled in this forum.


 


67

















 


Contract Managers


 


Ole Elsaesser
or Assignee will manage the services provided by CSR.  Bill Gearhart and Neville Hansen will be responsible for ordering
and reviewing service delivery on behalf of RGL.


 


68

















 


24                                 CSR BIS: E-Commerce


 


Service to be provided


 


E-Commerce


 


This service is to provide Readymix
Holdings with Internet access and access to the CSR Intranet during the
migration of IT services to the RGL IT group residing in West Palm Beach (US)
and Parramatta (AU).  The term or
duration of this service is during the deployment of TPIP’s and the conversion
from the CSR domain to the Rinker Group domain.  Services Include:


 


•                  Employee Internet Access and Filtering


 


•                  Employee Intranet Access to ‘web.csr.com.au’


 


•                  Assistance on existing Internet Sites migrated to West Palm Beach on
January 27, 2003.


 


Term


 


Initial Period: Follows TPIP’s Rollout
April 2003 – October 2003


 


Extension Period:  November 2003 – January 1, 2004


 


Charges


 


Fees are expected to be charged as below,
based on the current TPIPs migration plan.


 


	
  Team

  	
   

  	
  YEM
  04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Intranet - CSR rechg

  recharge price $8.0

  	
   

  	
  $

  	
  27,360

  	
   

  	
  Vic

  	
   

  	
  $

  	
  1,728

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Qld

  	
   

  	
  $

  	
  2,464

  	
   

  	
  $

  	
  2,464

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NT
  & SA

  	
   

  	
  $

  	
  960

  	
   

  	
  $

  	
  960

  	
   

  	
  $

  	
  960

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA

  	
   

  	
  $

  	
  1,056

  	
   

  	
  $

  	
  1,056

  	
   

  	
  $

  	
  1,056

  	
   

  	
  $

  	
  1,056

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT
  & Tas 

  	
   

  	
  $

  	
  224

  	
   

  	
  $

  	
  224

  	
   

  	
  $

  	
  224

  	
   

  	
  $

  	
  224

  	
   

  	
  $

  	
  224

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW
  

  	
   

  	
  $

  	
  1,920

  	
   

  	
  $

  	
  1,920

  	
   

  	
  $

  	
  1,920

  	
   

  	
  $

  	
  1,920

  	
   

  	
  $

  	
  1,920

  	
   

  	
  $

  	
  1,920

  	
   

  	
  $

  	
  960

  	
   

  
																												



 


If the service needs to continue into the
Extension Period, the charge will be A$8 per user per month.


 


Reviews/Meetings


 


Weekly progress meeting held each Friday
8am (AU) on the progress of the Demerger of IT systems.  Any timing or issues resolution will be
handled in this forum.


 


Contract Managers


 


Ole Elsaesser or Assignee will manage the
services provided by CSR.  Bill


 


69

















 


Gearhart and Neville Hansen will be
responsible for ordering and reviewing service delivery on behalf of RGL.


 


25                                 CSR BIS: Voice Services


 


Service to be provided


 


Voice Services 


 


All Voice
Services will be transferred to RGL at the end of March 31, 2003.  This implies that there will be not charge
from CSR to RGL from 1 April 2003 for voice services.  The exception to this is in relation to time and materials
support and is described below.


 


RGL will pay
the labour costs of a voice support team. 
All CM specific voice hardware such as site PABXs and queuing systems
currently in the asset register of BIS will be transferred to RGL at book value.  The contract for maintenance of RGL PABXs
will be separately charged to RGL by the maintenance vendor.


 


There is
expected to be some voice advice and support provided by Rinker to CSR, and by
CSR to Rinker post demerger.  Time spent
on such support between the companies will be monitored and where there exists
a disparity in support provided by one company to the other, a charge will be
levied on a time and materials basis for the time constituting the disparity.


 


Term


 


Initial
Period: All Services to be transferred on March 31, 2003


 


Extension
Period:  Any Services required post
March 31 will be billed at actual time and materials cost.


 


Charges


 


All voice
services are to be transferred on 31 March, 2003.  Any services required post this date will be billed at actual
time and materials cost.


 


Reviews/Meetings


 


Weekly
progress meeting held each Friday 8am (AU) on the progress of the Demerger of
IT systems.  Any timing or issues
resolution will be handled in this forum.


 


70

















 


Contract Managers


 


Ole Elsaesser
or Assignee will manage the services provided by CSR.  Bill Gearhart and Neville Hansen will be responsible for ordering
and reviewing service delivery on behalf of RGL.


 


71

















 


26                                 CSR BIS: SAP and Command /
ACS data centre and support


 


Service to be provided


 


SAP Support 


 


All SAP
support services will be transferred from April 1,2003.  This includes the following:


 


•                  Hardware – Since 26 Jan 2003 all Australian RGL users access SAP on
the Rinker SAP instance in West Palm Beach. There is therefore no hardware
charge from CSR to RGL in the new financial year commencing 1 April 2003.


 


•                  Application Support for SAP, Command and ACS will be provided by
people employed by RGL from 1 April 2003


 


•                  Licences – the prepayment for SAP licences used by CM for calendar
2003 will be transferred to RGL at the end of 31 March 2003


 


There is
expected to be some applications support provided by Rinker to CSR, and by CSR
to Rinker post demerger.  Time spent on
such support between the companies will be monitored and where there exists a
disparity in support provided by one company to the other of greater than 2
weeks, a charge will be levied on a time and materials basis for the time
constituting the disparity.


 


Term


 


Initial
Period: All services to be transferred by April 1,2003


 


Extension
Period:  Any services required post
April 1 will be billed at actual time and materials cost.


 


Charges


 


All services
are to be transferred on March 31, 2003. 
Any services required post April 1 will be billed at actual time and
materials cost.


 


Reviews/Meetings


 


Weekly
progress meeting held each Friday 8am (AU) on the progress of the Demerger of
IT systems.  Any timing or issues
resolution will be handled in this forum.


 


Contract Managers


 


Ole Elsaesser
or Assignee will manage the services provided by CSR.  Bill Gearhart and Brad Tallon will be responsible for ordering
and reviewing


 


72

















 


service delivery
on behalf of RGL.


 


73

















 


27                                 CSR BIS:
Miscellaneous Applications Support


 


Service to be provided


 


Miscellaneous Software Support 


 


This service is to provide Readymix
Holdings with Hardware/Software support for 4 applications current in use by
Readymix Holdings.  These are:


 


•                                          Lotus Notes software support


 


•                                          Promix Asia data centre support


 


•                                          Promix Asia applications support (25% 1 FTE)


 


•                                          CHRIS data centre support


 


Applications not supported for Readymix Holding by CSR post March 31,
2003


 


•             Promaster – There will be
no charge to RGL in YEM04 for this application.  CM’s contribution to the cost of this application will be charged
in YEM 03.


 


•             Integrity – This Treasury
application will be hosted and supported from West Palm Beach


 


•             IBHAR Project Costs– This
software application will be hosted and supported from by Readymix holdings in
Parramatta. No Services required by CSR.


 


•             MEX Project Costs - No
Services required by CSR, fully support by Readymix Holdings


 


•             IXOS – Separate Service
Agreement within documents provided by the Readymix Holdings BSC department.


 


Term


 


Initial Period: As required by Readymix
Holdings on a Month per Month basis but not to exceed the conversion of Chris
to SAP payroll hosted in West Palm Beach which Initial period ends on March 31,
2004.


 


Extension Period:  September 30, 2004


 


74

















 


Charges


 


Fees will be calculated on the following
basis:


 


	
   

  	
   

  	
  Monthly Rate

  	
   

  	
   

  
	
  Lotus support - S Stam

  	
   

  	
  $

  	
  8,400

  	
   

  	
  Applications Support Only - Licensing to be paid
  by RHIT beginning April 1,2003

  
	
  Promix Asia DC support

  	
   

  	
  $

  	
  3,500

  	
   

  	
  Includes Hardware, People and Licensing

  
	
  CHRIS data centre

  	
   

  	
  $

  	
  4,600

  	
   

  	
  Supports # of Users and Hardware

  
	
  Promix app supp 25% 1 FTE

  	
   

  	
  $

  	
  2,083

  	
   

  	
  Applications Support

  
	
  VAX - Command

  	
   

  	
  N/C

  	
   

  	
  Hardware and Multinet - RHIT to pay maintenance
  from April 1, 2003

  



 


Lotus Notes Support estimated at 3 months
at $25,000 total.  The remaining apps
are month to month.  Should any of these
services continue into the Extension Period, the charge will be as per the per
month charges shown above.


 


Reviews/Meetings


 


Weekly progress meeting held each Friday
8am (AU) on the progress of the Demerger of IT systems.  Any timing or issues resolution will be
handled in this forum.


 


Contract Managers


 


Ole Elsaesser or Assignee will manage the
services provided by CSR.  Bill Gearhart
and Brad Tallon will be responsible for ordering and reviewing service delivery
on behalf of RGL.


 


75

















 


28                                 CSR BIS: Miscellaneous Support


 


Service to be provided


 


Miscellaneous support 


 


There may be some applications or
management support provided by Rinker to CSR, and by CSR to Rinker post
demerger.  Time spent on such support
between the companies and the labour costs of the persons providing this
support will be monitored and where there exists a disparity in the cost of
support provided by one company to the other, a charge will be levied on a time
and materials basis for the time constituting the disparity.


 


Term


 


Initial Period: All miscellaneous support
services are likely to be transferred by April 1, 2003


 


Extension Period:  Any services required post April 1 will be billed at actual time
and materials cost.


 


Charges


 


All services are to be transferred on March
31, 2003.  Any services required post
April 1 will be billed at actual time and materials cost.


 


Reviews/Meetings


 


Weekly progress meeting held each Friday
8am (AU) on the progress of the Demerger of IT systems.  Any timing or issues resolution will be
handled in this forum.


 


Contract Managers


 


Ole Elsaesser or Assignee will manage the
services provided by CSR.  Bill Gearhart
and Neville Hansen will be responsible for ordering and reviewing service
delivery on behalf of RGL.


 


76

















 


Schedule 2 – Agreed
Service Schedule


 


Any schedules attached subsequent to the signing of
this agreement are to be attached below. 
The format to be provided is the same format as applied to schedule 1.


 


 


77