Partner
Content Services Agreement

     

    Dated

     

    Telstra Corporation Limited (ABN 33 051 775 556)
(“Telstra”)

    Virtual
Medical Centre Ltd. (ABN 12 097 593 587) (“VMC”)


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    

      Partner
Content Services Agreement

      Contents

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	
                                                                                Details

                                                                              	
                                                                                1

                                                                              
	 
      	 
      	 
      
	
                                                                                General
      terms

                                                                              	
                                                                                    2

                                                                              
	 
      	 
      	 
      
	
                                                                                1

                                                                              	
                                                                                Interpretation

                                                                              	
                                                                                2

                                                                              
	 
      	 
      	 
      
	
                                                                                1.1

                                                                              	
                                                                                Definitions

                                                                              	
                                                                                2

                                                                              
	
                                                                                1.2

                                                                              	
                                                                                References
      to certain general terms

                                                                              	
                                                                                7

                                                                              
	
                                                                                1.3

                                                                              	
                                                                                Headings

                                                                              	
                                                                                8

                                                                              
	 
      	 
      	 
      
	
                                                                                2

                                                                              	
                                                                                Rights
      and obligations

                                                                              	
                                                                                8

                                                                              
	 
      	 
      	 
      
	
                                                                                2.1

                                                                              	
                                                                                Telstra’s
      Rights & Obligations

                                                                              	
                                                                                8

                                                                              
	
                                                                                2.2

                                                                              	
                                                                                VMC’s
      Rights & Obligations

                                                                              	
                                                                                9

                                                                              
	
                                                                                2.3

                                                                              	
                                                                                Reporting
      and review

                                                                              	
                                                                                11

                                                                              
	 
      	 
      	 
      
	
                                                                                3

                                                                              	
                                                                                Advertising
      Services

                                                                              	
                                                                                11

                                                                              
	 
      	 
      	 
      
	
                                                                                3.1

                                                                              	
                                                                                To
      be provided by Sensis MediaSmart

                                                                              	
                                                                                11

                                                                              
	
                                                                                3.2

                                                                              	
                                                                                Advertising
      Revenue

                                                                              	
                                                                                11

                                                                              
	
                                                                                3.3

                                                                              	
                                                                                Existing
      Advertisers

                                                                              	
                                                                                11

                                                                              
	 
      	 
      	 
      
	
                                                                                4

                                                                              	
                                                                                Fees
      and Reporting

                                                                              	
                                                                                13

                                                                              
	 
      	 
      	 
      
	
                                                                                4.1

                                                                              	
                                                                                Commencement
      of payment obligations

                                                                              	
                                                                                13

                                                                              
	
                                                                                4.2

                                                                              	
                                                                                Monthly
      Payments

                                                                              	
                                                                                13

                                                                              
	
                                                                                4.3

                                                                              	
                                                                                Payment
      method

                                                                              	
                                                                                14

                                                                              
	 
      	 
      	 
      
	
                                                                                5

                                                                              	
                                                                                Goods
      and services tax (GST)

                                                                              	
                                                                                15

                                                                              
	 
      	 
      	 
      
	
                                                                                5.1

                                                                              	
                                                                                Consideration
      does not include GST

                                                                              	
                                                                                15

                                                                              
	
                                                                                5.2

                                                                              	
                                                                                Recovery
      of GST

                                                                              	
                                                                                15

                                                                              
	
                                                                                5.3

                                                                              	
                                                                                Time
      of payment

                                                                              	
                                                                                15

                                                                              
	
                                                                                5.4

                                                                              	
                                                                                Adjustment
      of additional amount

                                                                              	
                                                                                15

                                                                              
	
                                                                                5.5

                                                                              	
                                                                                Reimbursement

                                                                              	
                                                                                15

                                                                              
	 
      	 
      	 
      
	
                                                                                6

                                                                              	
                                                                                Intellectual
      Property Rights

                                                                              	
                                                                                15

                                                                              
	 
      	 
      	 
      
	
                                                                                6.1

                                                                              	
                                                                                Telstra

                                                                              	
                                                                                15

                                                                              
	
                                                                                6.2

                                                                              	
                                                                                VMC

                                                                              	
                                                                                16

                                                                              
	
                                                                                6.3

                                                                              	
                                                                                Infringement
      Claims

                                                                              	
                                                                                16

                                                                              
	 
      	 
      	 
      
	
                                                                                7

                                                                              	
                                                                                Representations
      and warranties

                                                                              	
                                                                                18

                                                                              
	 
      	 
      	 
      
	
                                                                                7.1

                                                                              	
                                                                                VMC

                                                                              	
                                                                                18

                                                                              
	
                                                                                7.2

                                                                              	
                                                                                Telstra

                                                                              	
                                                                                20

                                                                              
	 
      	 
      	 
      
	
                                                                                8

                                                                              	
                                                                                Indemnity
      & Insurance

                                                                              	
                                                                                20

                                                                              
	 
      	 
      	 
      
	
                                                                                8.1

                                                                              	
                                                                                Indemnity

                                                                              	
                                                                                20

                                                                              
	
                                                                                8.2

                                                                              	
                                                                                Insurance

                                                                              	
                                                                                21

                                                                              


                                                                      

                                                                    

                                                                  

                                                                

                                                                 

                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	
                                                                                   

                                                                                	
                                                                                  Partner
      Content Services Agreement

                                                                                	
                                                                                  i

                                                                                


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                                 

                                                                
                                                                  
                                                                    
                                                                    

                                                                  

                                                                  
                                                                    
                                                                    

                                                                    
                                                                      

                                                                    

                                                                  

                                                                  
                                                                    
                                                                    

                                                                  

                                                                

                                                                 

                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	
                                                                                  9

                                                                                	
                                                                                  VMC
      Member Information & Privacy

                                                                                	
                                                                                  21

                                                                                
	 
      	 
      	 
      
	
                                                                                  9.1

                                                                                	
                                                                                  Ownership
      of member information

                                                                                	
                                                                                  21

                                                                                
	
                                                                                  9.2

                                                                                	
                                                                                  Consent
      to display

                                                                                	
                                                                                  21

                                                                                
	
                                                                                  9.3

                                                                                	
                                                                                  Compliance
      with privacy laws

                                                                                	
                                                                                  22

                                                                                
	 
      	 
      	 
      
	
                                                                                  10

                                                                                	
                                                                                  Exclusivity

                                                                                	
                                                                                  22

                                                                                
	 
      	 
      	 
      
	
                                                                                  10.1

                                                                                	
                                                                                  No
      duplication of VMC Content online or on mobile

                                                                                	
                                                                                  22

                                                                                
	
                                                                                  10.2

                                                                                	
                                                                                  Exception

                                                                                	
                                                                                  22

                                                                                
	 
      	 
      	 
      
	
                                                                                  11

                                                                                	
                                                                                  Future
      Option

                                                                                	
                                                                                  23

                                                                                
	 
      	 
      	 
      
	
                                                                                  12

                                                                                	
                                                                                  Confidentiality

                                                                                	
                                                                                  23

                                                                                
	 
      	 
      	 
      
	
                                                                                  12.1

                                                                                	
                                                                                  Public
      announcements

                                                                                	
                                                                                  23

                                                                                
	
                                                                                  12.2

                                                                                	
                                                                                  Confidentiality

                                                                                	
                                                                                  23

                                                                                
	 
      	 
      	 
      
	
                                                                                  13

                                                                                	
                                                                                  Dispute
      Resolution

                                                                                	
                                                                                  23

                                                                                
	 
      	 
      	 
      
	
                                                                                  13.1

                                                                                	
                                                                                  Injunctive
      or interim relief

                                                                                	
                                                                                  23

                                                                                
	
                                                                                  13.2

                                                                                	
                                                                                  Initial
      attempt at resolution

                                                                                	
                                                                                  23

                                                                                
	
                                                                                  13.3

                                                                                	
                                                                                  Mediation

                                                                                	
                                                                                  24

                                                                                
	
                                                                                  13.4

                                                                                	
                                                                                  Appointment
      of mediator

                                                                                	
                                                                                  24

                                                                                
	
                                                                                  13.5

                                                                                	
                                                                                  Termination
      of mediation

                                                                                	
                                                                                  24

                                                                                
	 
      	 
      	 
      
	
                                                                                  14

                                                                                	
                                                                                  Term
      and termination

                                                                                	
                                                                                  24

                                                                                
	 
      	 
      	 
      
	
                                                                                  14.1

                                                                                	
                                                                                  Initial
      Term

                                                                                	
                                                                                  24

                                                                                
	
                                                                                  14.2

                                                                                	
                                                                                  Option
      to Renew

                                                                                	
                                                                                  24

                                                                                
	
                                                                                  14.3

                                                                                	
                                                                                  Either
      party’s right to terminate

                                                                                	
                                                                                  25

                                                                                
	
                                                                                  14.4

                                                                                	
                                                                                  Telstra’s
      right to terminate

                                                                                	
                                                                                  25

                                                                                
	
                                                                                  14.5

                                                                                	
                                                                                  Consequences
      of termination

                                                                                	
                                                                                  25

                                                                                
	 
      	 
      	 
      
	
                                                                                  15

                                                                                	
                                                                                  Force
      Majeure

                                                                                	
                                                                                  26

                                                                                
	 
      	 
      	 
      
	
                                                                                  16

                                                                                	
                                                                                  Notices
      and other communications

                                                                                	
                                                                                  27

                                                                                
	 
      	 
      	 
      
	
                                                                                  16.1

                                                                                	
                                                                                  Form

                                                                                	
                                                                                  27

                                                                                
	
                                                                                  16.2

                                                                                	
                                                                                  Delivery

                                                                                	
                                                                                  27

                                                                                
	
                                                                                  16.3

                                                                                	
                                                                                  When
      taken to be received

                                                                                	
                                                                                  27

                                                                                
	 
      	 
      	 
      
	
                                                                                  17

                                                                                	
                                                                                  General

                                                                                	
                                                                                  28

                                                                                
	 
      	 
      	 
      
	
                                                                                  17.1

                                                                                	
                                                                                  Assignment

                                                                                	
                                                                                  28

                                                                                
	
                                                                                  17.2

                                                                                	
                                                                                  Discretion
      in exercising rights

                                                                                	
                                                                                  28

                                                                                
	
                                                                                  17.3

                                                                                	
                                                                                  Partial
      exercising of rights

                                                                                	
                                                                                  28

                                                                                
	
                                                                                  17.4

                                                                                	
                                                                                  No
      liability for loss

                                                                                	
                                                                                  28

                                                                                
	
                                                                                  17.5

                                                                                	
                                                                                  Remedies
      cumulative

                                                                                	
                                                                                  28

                                                                                
	
                                                                                  17.6

                                                                                	
                                                                                  Variation
      and waiver

                                                                                	
                                                                                  28

                                                                                
	
                                                                                  17.7

                                                                                	
                                                                                  Construction

                                                                                	
                                                                                  28

                                                                                
	
                                                                                  17.8

                                                                                	
                                                                                  Counterparts

                                                                                	
                                                                                  29

                                                                                
	
                                                                                  17.9

                                                                                	
                                                                                  No
      partnership or agency

                                                                                	
                                                                                  29

                                                                                
	
                                                                                  17.10

                                                                                	
                                                                                  Severability

                                                                                	
                                                                                  29

                                                                                
	
                                                                                  17.11

                                                                                	
                                                                                  Entire
      agreement

                                                                                	
                                                                                  29

                                                                                
	
                                                                                  17.12

                                                                                	
                                                                                  Jurisdiction

                                                                                	
                                                                                  29

                                                                                


                                                                        

                                                                      

                                                                    

                                                                     

                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	
                                                                                       

                                                                                    	
                                                                                      Partner
      Content Services Agreement

                                                                                    	
                                                                                      ii

                                                                                    


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                     

                                                                    
                                                                      
                                                                        
                                                                        

                                                                      

                                                                      
                                                                        
                                                                        

                                                                        
                                                                          

                                                                        

                                                                      

                                                                      
                                                                        
                                                                        

                                                                      

                                                                    

                                                                     

                                                                  

                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	
                                                                                      Schedule
      1 - Service Levels

                                                                                    	
                                                                                       

                                                                                    
	 
      	 
      
	
                                                                                      Schedule
      2 – BP Header and Footer Mock Up

                                                                                    	
                                                                                       

                                                                                    
	 
      	 
      
	
                                                                                      Schedule
      3 – Insurance Policies

                                                                                    	
                                                                                       

                                                                                    
	 
      	 
      
	
                                                                                      Schedule
      4 – Fees and Payments

                                                                                    	
                                                                                       

                                                                                    
	 
      	 
      
	
                                                                                      Schedule
      5 - Site Representation Agreement

                                                                                    	
                                                                                       

                                                                                    
	 
      	 
      
	
                                                                                      Schedule
      6 - Virtual Medical Centre Website Domains

                                                                                    	
                                                                                       

                                                                                    
	 
      	 
      
	
                                                                                      Signing
      page

                                                                                    	
                                                                                      30

                                                                                    


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
            
              	
                       

                    	
                      Partner
      Content Services Agreement

                    	
                       
      iii

                    


            

          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Partner
Content Services Agreement

     


    Details

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	 
	
                                                    Parties

                                                  	
                                                    Telstra and
      VMC

                                                  
	 	 	 
	
                                                    Telstra

                                                  	
                                                    Name

                                                  	
                                                    Telstra Corporation Limited

                                                  
	 	 	 
	 
      	
                                                    ABN

                                                  	
                                                    33 051 775 556

                                                  
	 	 	 
	 
      	
                                                    Address

                                                  	
                                                    Level 8, 151 Clarence Street, Sydney
  2000

                                                  
	 	 	 
	 
      	
                                                    Telephone

                                                  	
                                                    (02) 8236 4409

                                                  
	 	 	 
	 
      	
                                                    Fax

                                                  	
                                                    (02) 9299 8162

                                                  
	 	 	 
	 
      	
                                                    Attention

                                                  	
                                                    Richard
      Hinchliffe, Commercial & Strategy

                                                  
	 
      	 
      	 
      
	 	 	 
	
                                                    VMC

                                                  	
                                                    Name

                                                  	
                                                    Virtual Medical Centre
      Ltd.

                                                  
	 	 	 
	 
      	
                                                    ABN

                                                  	
                                                    12 097 593 587

                                                  
	 	 	 
	 
      	
                                                    Address

                                                  	
                                                    Perth PO Box 1048, Subiaco, WA 6904

                                                  
	 	 	 
	 
      	
                                                    Telephone

                                                  	
                                                    (08) 9388 0344

                                                  
	 	 	 
	 
      	
                                                    Fax

                                                  	
                                                    (08) 9388 0611

                                                  
	 	 	 
	 
      	
                                                    Attention

                                                  	
                                                    Wayne
      Hughes, Managing Director

                                                  
	 	 	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Recitals

                                          	
                                            A

                                          	
                                            Telstra operates the BigPond Website which provides a
      variety of online services and content to its
users.

                                          
	 
      	
                                            B

                                          	
                                            VMC
      operates the VMC Website which provides virtual medical and disease
      education and resources to consumers, general practitioners and medical
      specialists.

                                          
	 
      	
                                            C

                                          	
                                            VMC
      and Telstra agree that VMC will provide a service to Telstra which offers
      the Consumer VMC Website as a co-branded health education website (“Service”), and Telstra
      will provide a link to the Consumer VMC Website via a button from the
      BigPond Website homepage thus incorporating the Consumer VMC Website into
      the BigPond network of websites.

                                          
	 	 	 
	 	 	 
	
                                            Governing
      law

                                          	 
      	
                                            New South Wales

                                          
	 	 	 
	 	 	 
	
                                            Date
      of agreement

                                          	 
      	
                                            The
      date this Agreement is signed by the last party.

                                          
	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              	
                       

                    	
                      Partner
      Content Services Agreement

                    	
                      1
      

                    


            

          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
      
        Partner Content Services Agreement

         

        General
terms

         

      

      
        

      

    

    
      
        
          	
                  1

                	
                  Interpretation

                


        

      

       

      
        	
                1.1

              	
                Definitions

              


      

       

      Advertising Services has the
meaning given in clause 3.1

       

      Agreement means this agreement
including the Schedules.

       

      BigPond Health Button has the meaning
given in clause 2.1(a).

       

      BP Header and Footer means the
BigPond branded header and footer overlay to be placed on the pages of the
Consumer VMC Website as displayed in Schedule 2.

       

      BigPond Users means users of
the BigPond Website.

       

      BigPond WAP Portal means
Telstra’s BigPond branded wireless application protocol portal.

       

      BigPond Website means the
website operated by Telstra currently located at www.bigpond.com.

       

      Consumer VMC Website means the
webpages of the VMC Website which are designed for the general
public.

       

      Corporations Act means the
Corporations Act 2001
(Cth) as amended from time to time.

       

      Cumulative Amount Paid means,
at any given point in time during any year of the Term, the total amount paid by
Telstra to VMC pursuant to this Agreement for the period up until that time,
excluding any amounts paid as VMC Commission.

       

      Cumulative Minimum Guarantee
Amount means the portion of the Minimum Guarantee which must be paid to
VMC by Telstra following the conclusion of a certain month during any year of
the Term as set out in Schedule 4, Part B.

       

      Details means the details page
at the front of this Agreement.

      
         

        
          
            
              
                	
                         

                      	
                        Partner
      Content Services Agreement

                      	
                        2
      

                      


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Dispute includes any dispute,
controversy, difference or claim arising out of or in connection with this
Agreement or the subject matter of this agreement, including any question
concerning its formation, validity, interpretation, performance, breach and
termination.

       

      Distributed Advertising
Revenue has the meaning set out in clause 3.2.

       

      Existing Advertisers Revenue Share
has the meaning set out in clause 3.3(c).

       

      Further Term has the meaning
given in clause 14.2.

       

      GST has the meaning it has in
the GST Act.

       

      GST Act means the A New Tax
System (Goods and Services Tax) Act 1999 (Cth).

       

      Infringement Claim means a
claim by any person that their rights (including Intellectual Property Rights)
may be infringed by the Service, VMC Website, any VMC Content or the VMC Brand
Materials.

       

      Initial Term has the meaning
given in clause 14.1.

       

      Input Tax Credit has the
meaning it has in the GST Act.

       

      A person
is Insolvent
if:

       

      
        	
                 
      

              	
                (a)

              	
                it
      is (or states that it is) an insolvent under administration or insolvent
      (each as defined in the Corporations Act);
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                it
      has a controller (as defined in the Corporations Act) appointed, is in
      liquidation, in provisional liquidation, under administration or wound up
      or has had a Receiver appointed to any part of its property;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                it
      is subject to any arrangement, assignment, moratorium or composition,
      protected from creditors under any statute, dissolved (other than to carry
      out a reconstruction or amalgamation while solvent on terms approved by
      the other parties to the agreement);
or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                an
      application or order has been made (and, in the case of an application, it
      is not stayed, withdrawn or dismissed within 30 days), resolution passed,
      proposal put forward, or any other action taken, in each case in
      connection with that person, which is preparatory to or could result in
      any of (a), (b) or (c) above; or

              


      

       

      
        
          
            
              	
                      ã Mallesons Stephen
      Jaques

                    	
                      Partner
      Content Services Agreement

                    	
                      3
      

                    


            

             

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (e)

              	
                it
      is taken (under section 459(F)(1) of the Corporations Act) to have failed
      to comply with a statutory demand;
or

              


      

       

      
        	
                 
      

              	
                (f)

              	
                it
      is the subject of an event described in section 459(C)(2)(b) or section
      585 of the Corporations Act (or it makes a statement from which the Agent
      reasonably deduces it is so subject);
or

              


      

       

      
        	
                 
      

              	
                (g)

              	
                it
      is otherwise unable to pay its debts when they fall due;
  or

              


      

       

      
        	
                 
      

              	
                (h)

              	
                something
      having a substantially similar effect to ((a)) to ((g)) happens in
      connection with that person under the law of any
    jurisdiction.

              


      

       

      Insurance Policies means the
insurance policies set out in Schedule 3.

       

      Intellectual Property Rights
means all registered and unregistered rights in relation to present and future
copyright, trade marks, designs, know-how, patents, confidential information and
all other intellectual property as defined in article 2 of the Convention
establishing the World Intellectual Property Organisation 1967.

       

      Launch Date means the day
that:

       

      
        	
                 
      

              	
                (a)

              	
                the
      BigPond Health Button is
operational;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      BP Header and Footer is placed on each page of the Consumer VMC Website;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Sensis
      Pty Limited has commenced providing Advertising Services to the VMC
      Website in accordance with clause
3.1.

              


      

       

      Member Information means any
Personal Information or Sensitive Information collected by VMC directly from
users of the Consumer VMC Website, including, without limitation, all member
registration information, member profiles, patient histories, personal journals,
video logs, photographic images of users and information posted by users on
forums or blogs on the VMC Website.

       

      Minimum Guarantee means the
amount which Telstra must pay to VMC in any year of the Term (excluding amounts
paid as VMC Commission) as set out in Schedule 4, Part A.

      
         

        
          
            
              
                	
                        ã Mallesons Stephen
      Jaques

                      	
                        Partner
      Content Services Agreement

                      	
                        4
      

                      


              

               

            

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Personal Information means
information or an opinion (including information or an opinion forming part of a
database), whether true or not, and whether recorded in material form or not,
about an individual whose identity is apparent, or can reasonably be
ascertained, from the information or opinion.

       

      Privacy Act means the Privacy
Act 1988 (Cth).

      


      Privacy Laws means the Privacy
Act, the Spam Act 2003 (Cth), the Telecommunications Act 1997 (Cth), the Privacy
Policy issued by Telstra from time to time (available at: www.telstra.com.au/privacy), and any
other legislation, principles, industry codes and policies relating to the
handling of Personal Information.

       

      Related Entity has the meaning
ascribed to it in the Corporations Act 2001
(Cth).

       

      Representative of a party
means an employee, officer, director, auditor, advisor, agent or contractor of
that party (except that VMC will not be taken to be a Representative of
Telstra).

       

      Revenue Share means the VMC
Revenue Share and the Existing Advertiser Revenue Share for a given
month.

       

      Sensitive Information has the
meaning ascribed to it in the Privacy Act.

       

      Service has the meaning given
in Recital C.

       

      Service Level Rebates mean the
service level rebates set out in paragraphs 2.4 and 4.2 of Schedule 1, which Telstra may elect to
enforce at its discretion.

       

      Service Levels mean the
standard of service and performance required from VMC under this Agreement and
including those set out in Schedule 1.

       

      Site Representation Agreement
or SRA means the
Site Representation Agreement entered into between VMC and Sensis Pty Limited on
or around 19 December 2008, attached as Schedule 5 to this
Agreement.

       

      Tax Invoice has the meaning it
has in the GST Act.

       

      Telecommunications Category
means telecommunications products, services and equipment and the
provision of telecommunications products, services and equipment in the
wholesale, retail, domestic and international sectors including:

      
         

        
          
            
              
                	
                        ã Mallesons Stephen
      Jaques

                      	
                        Partner
      Content Services Agreement

                      	
                        5
      

                      


              

               

            

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (a)

              	
                fixed
      and mobile telecommunications such as SMS, WAP, WAP over GPRS, EDGE, EMS,
      MMS, i-mode®, UMTS (all generations 1G, 2G, 2.5G, 3G, 4G and other
      generations), 1X, 1x RTT, CDMA, WCDMA, CDMA-2000, Wi Fi, Blue Tooth, M
      commerce, DVB-H to Mobile Telephony Enabled
  Devices;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Internet
      carriage, Internet services and data carriage services (including the
      provision of online content, web-casting and
  web-hosting);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                broadband
      telecommunications services and location based
  services;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                fixed
      and mobile telecommunications platforms and
  networks;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      business of a fixed or mobile telecommunications product or service
      provider or mobile telecommunications service provider including a
      Carrier, Carriage Service Provider or Internet Service Provider (as those
      terms are defined in the Telecommunications Act 1997
    (Cth));

              


      

       

      
        	
                 
      

              	
                (f)

              	
                directory
      services related to telecommunications services, without limitation, the
      1234 service, Yellow and White Pages service and the Whereis service;
      and,

              


      

       

      
        	
                 
      

              	
                (g)

              	
                any
      other products or services supplied or procured by a Carrier, Carriage
      Service Provider or Internet Service Provider (as those terms are defined
      in the Telecommunications Act 1997
(Cth)).

              


      

       

      Telstra Brand Guidelines mean
the Telstra BigPond brand guidelines located at http://brand.bigpond.com (username: guest, password:
bigpond)

       

      Telstra Brand Materials means
any trade marks, logos, designs, or other content owned by Telstra and provided
by Telstra to VMC under this Agreement and including the BP Header and
Footer.

       

      Telstra Competitor means any
person that:

       

      
        	
                 
      

              	
                (a)

              	
                is
      involved in advertising supported online publishing and/or advertising
      supported mobile publishing; and/or

              


      

      
         

        
          
            
              
                	
                        ã Mallesons Stephen
      Jaques

                      	
                        Partner
      Content Services Agreement

                      	
                         
      6

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                competes
      with Telstra or provides products or services that are the same as or
      similar to those included in the Telecommunications
    Category,

              


      

       

      and
includes, without limitation, 9MSN, News Limited, Yahoo!7, Google, Channel Ten,
Fairfax Media Limited, Australian Broadcasting Corporation and APN News &
Media Limited.

       

      Term means the Initial Term
and any Further Term.

       

      VMC Brand Materials means any
trade marks, logos, designs, or other content owned by VMC and provided to
Telstra under this Agreement.

       

      VMC Commission has the meaning
set out in clause 3.3(c).

       

      VMC Content means the content
and images comprising the Consumer VMC Website and includes the VMC Video
Material.

       

      VMC Medical Professional
Website means the webpages of the VMC Website which are designed for, and
can only be accessed by, verified medical practitioners.

       

      VMC Revenue Share means 50% of
the Distributed Advertising Revenue.

       

      VMC Video Material means the
video content on the VMC Website.

       

      VMC Website means the website
operated by VMC currently located at the domains set out in Schedule 6 and more
particularly consisting of the Consumer VMC Website and the VMC Medical
Professional Website.

       

      
        	
                1.2

              	
                References
      to certain general terms

              


      

       

      Unless
the contrary intention appears, a reference in this Agreement to:

       

      
        	
                 
      

              	
                (a)

              	
                (variations or
      replacement) a document (including this Agreement) includes any
      variation or replacement of it;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                (clauses, annexures and
      schedules) a clause, annexure or schedule is a reference to a
      clause in or annexure or schedule to this
  Agreement;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                (singular includes plural)
      the singular includes the plural and vice
  versa;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                (person) the word
      “person” includes an individual, a firm, a body corporate, a partnership,
      a joint venture, an unincorporated body or association, or any Government
      Agency;

              


      

      
         

        
          
            
              
                	
                        ã Mallesons Stephen
      Jaques

                      	
                        Partner
      Content Services Agreement

                      	
                         
      7

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (e)

              	
                (dollars) Australian
      dollars, dollars, A$ or $ is a reference to the lawful currency of
      Australia;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                (calculation of time) a
      period of time dating from a given day or the day of an act or event, is
      to be calculated exclusive of that
day;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                (reference to a day) a
      day is to be interpreted as the period of time commencing at midnight and
      ending 24 hours later;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                (meaning not limited)
      the words “including”, “for example” or “such as” when introducing
      an example, does not limit the meaning of the words to which the example
      relates to that example or examples of a similar kind;
  and

              


      

       

      
        	
                 
      

              	
                (i)

              	
                (time of day) time is a
      reference to Sydney time.

              


      

       

      
        	
                1.3

              	
                Headings

              


      

       

      Headings
(including those in brackets at the beginning of paragraphs) are for convenience
only and do not affect the interpretation of this Agreement.


      
         

          
            

          

        

        
          	
                  2

                	
                  Rights
      and obligations

                


        

      

       

      
        	
                2.1

              	
                Telstra’s
      Rights & Obligations

              


      

       

      During
the Term, Telstra:

       

      
        	
                 
      

              	
                (a)

              	
                must
      place a link to the Consumer VMC Website via a button on the BigPond
      Website homepage (“BigPond Health
      Button”);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                has
      the exclusive right to sell, or have its Related Entity Sensis Pty Ltd
      (Sensis MediaSmart) sell, all advertising inventory on the Consumer VMC
      Website in accordance with clause 3;
and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                must
      provide an account manager at Sensis MediaSmart who will sell health
      advertising and sponsorship for the Consumer VMC Website, and attend a
      monthly meeting with a representative of VMC to monitor advertising sales
      performance on the Consumer VMC
Website;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                must
      provide unmetered access to the Consumer VMC Website for BigPond
      members;

              


      

      
         

        
          
            
              
                	
                        ã Mallesons Stephen
      Jaques

                      	
                        Partner
      Content Services Agreement

                      	
                         
      8

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (e)

              	
                may
      stream, or make available for temporary download, the VMC Video Material
      owned by VMC via the BigPond Website or the BigPond WAP Portal, and in
      exercising this right, Telstra may:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                in
      its absolute discretion, give away the VMC Video Material owned by VMC or
      charge customers fees to view, access or otherwise view the VMC Video
      Material owned by VMC; and/or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                sell
      advertising for associated exhibition with the VMC Video Material owned by
      VMC;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                may
      use, in all forms of media, the VMC Brand Materials and the VMC Content,
      for the purposes of marketing the Consumer VMC Website and/or the BigPond
      Health Button;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                must
      promote the Consumer VMC Website and/or the BigPond Health Button on the
      BigPond Website;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                must
      use reasonable endeavours to promote the Consumer VMC Website and/or the
      BigPond Health Button through other Telstra
  channels.

              


      

       

      
        	
                2.2

              	
                VMC’s
      Rights & Obligations

              


      

       

      During
the Term, VMC must:

       

      
        	
                 
      

              	
                (a)

              	
                develop,
      design, construct, host, support and maintain the VMC
    Website;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                source
      and publish all VMC Content;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                provide
      a point of contact at VMC to work with Telstra’s network advertising team
      to develop integrated advertising products on the VMC website and revise
      site layout and design to maximise advertising opportunities as
      appropriate;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                ensure
      that the operation and hosting of the Consumer VMC Website is
      uninterrupted and free from errors and material
  defects;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                provide
      the Service and run the Consumer VMC Website in accordance with the
      Service Levels;

              


      

      
         

        
          
            
              
                	
                        ã Mallesons Stephen
      Jaques

                      	
                        Partner
      Content Services Agreement

                      	
                         
      9

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (f)

              	
                perform
      its obligations under this Agreement to a consistently high standard and
      in accordance with any applicable industry accepted codes of practice
      using appropriately qualified and trained personnel and due care, skill
      and diligence;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                provide
      the Service to BigPond Users at a high standard of quality, functionality,
      speed and efficiency that is no less than the standards of service which
      Telstra provides to BigPond Users, and VMC shall achieve or exceed the
      Service Levels;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                give
      Telstra, on reasonable notice, full, free and safe access and assistance
      to carry out tests of the VMC Website from time to
  time;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                co-brand
      the Consumer VMC Website as a BigPond/VMC site by including on each page
      of the Consumer VMC Website, the BP Header and
  Footer;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                carry
      out changes to the Consumer VMC Website as requested by Telstra from time
      to time as soon as reasonably practicable following Tesltra’s request for
      such change;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                ensure
      that any user of the VMC Medical Professional Website or Consumer VMC
      Website is legally eligible for participation and has agreed to the
      applicable registration terms and the VMC privacy policy prior to using
      those sites;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                the
      BP Header and Footer shall be fully functional and allow users of the VMC
      Website to navigate to destinations via the tabs on the BP Header and
      Footer.

              


      

       

      
        	
                 
      

              	
                (m)

              	
                obtain
      prior written approval from Telstra to all marketing
    material;

              


      

       

      
        	
                 
      

              	
                (n)

              	
                comply
      with all applicable laws, regulations and industry codes in relation to
      the Service, VMC Website, the VMC Content and when performing its
      obligations under this Agreement;

              


      

       

      
        	
                 
      

              	
                (o)

              	
                ensure
      that it and its employees, directors, agents and contractors do not engage
      in any conduct that is likely (in Telstra’s reasonable opinion) to harm
      the name or reputation of Telstra, or any Related Entity of Telstra, or
      may bring Telstra, any related Entity of Telstra, the BigPond brand, or
      the VMC Website into disrepute;

              


      

      
         

        
          
            
              
                	
                        ã Mallesons Stephen
      Jaques

                      	
                        Partner
      Content Services Agreement

                      	
                         
      10

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (p)

              	
                ensure
      that it has and continues to have, for the duration of the Term, all
      necessary licences and approvals (whether regulatory or otherwise) to
      provide the Service and the VMC Website;
and

              


      

       

      
        	
                 
      

              	
                (q)

              	
                place
      any Omniture and AC Neilson tracking code provided by Telstra on each page
      of the Consumer VMC Website.

              


      

       

      
        	
                2.3

              	
                Reporting
      and review

              


      

       

      
        	
                 
      

              	
                (a)

              	
                VMC
      will provide monthly reports to Telstra within 7 days of the end of each
      month setting out VMC’s
      performance against each of the Service Levels in the previous month as
      set out in Schedule 1.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      parties will meet regularly and no less than once per quarter to discuss
      the performance of their obligations under this
  Agreement.

              


      

       

        
          

        

      

      
        
          	
                  3

                	
                  Advertising
      Services

                


        

      

       

      
        	
                3.1

              	
                To
      be provided by Sensis MediaSmart

              


      

       

      VMC
acknowledges that, during the Term, Telstra’s Related Entity, Sensis Pty
Limited, shall be the exclusive provider of advertising services to the VMC
Website (“Advertising
Services”) in accordance with the Site Representation
Agreement.

       

      
        	
                3.2

              	
                Advertising
      Revenue

              


      

       

      As set
out in the Site Representation Agreement, each month, the Net Advertising
Revenue (as defined in the SRA) for that month, less the Commission (as defined
in the SRA) (the “Distributed Advertising Revenue”) shall be
paid directly to Telstra and Telstra shall pay VMC its share of the Distributed
Advertising Revenue as set out in clause 4.2(b) or 4.2(c).

       

      
        	
                3.3

              	
                Existing
      Advertisers

              


      

       

      XXXXXXXXX

       

      
        	
                 
      

              	
                (a)

              	
                Telstra
      acknowledges that VMC has an existing relationship with XXXXXXXX (“Existing
      Advertiser”).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                During
      the Term, advertising for the Existing Advertiser shall be booked and
      served directly through VMC and, each month, Telstra will invoice the
      Existing Advertiser for advertising fees payable (as notified by VMC to
      Telstra from time to time).

              


      

      
         

        
          
            
              
                	
                        ã Mallesons Stephen
      Jaques

                      	
                        Partner
      Content Services Agreement

                      	
                         
      11

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                Subject
      to clause 3.3(g) Telstra shall pay VMC XXX of the amount it
      receives from the Existing Advertiser under clause 3.3(b) as commission
      for booking and serving the advertising (“VMC Commission”) and the
      remaining amount received under clause 3.3(b) shall be shared equally
      between VMC and Telstra (“Existing Advertiser Revenue
      Share”). Any VMC Commission and Existing Advertiser Revenue Share
      payable to VMC shall be paid by Telstra on a monthly basis in accordance
      with clause 4.2.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                VMC
      must provide to Telstra a schedule setting out the advertising deal agreed
      with Existing Advertiser for the first year of the Term, including the
      advertising positions booked and the advertising fees to be charged for
      those positions (“Year
      One Ad Deal”).

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      account manager at Sensis Media Smart will endeavour to grow and evolve
      the relationship with Existing
Advertiser.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Upon
      renewal or extension of the Year One Deal, if Existing Advertiser books
      the same advertising positions as per the Year One Ad Deal (even if for a
      higher price), then the revenue from such ad sales shall be dealt with in
      accordance with clause 3.3(c).

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Upon
      renewal or extension of the Year One Ad Deal, if Existing Advertiser books
      additional advertising positions over and above those contained in the
      Year One Ad Deal, (“Additional
      Advertising”), such Additional Advertising shall be booked through
      Sensis Media Smart and the revenue from such Additional Advertising shall
      be dealt with in accordance with clause
3.2.

              


      

       

      XXXXXXXXX

       

      
        	
                 
      

              	
                (h)

              	
                Telstra
      acknowledges that VMC has an existing relationship with XXXXXXX which VMC shall
      book and manage itself. Subject to clause 3.3(k), during the Term, any
      revenue flowing from XXXXXXXXX advertising on the
      VMC website shall belong exclusively to
VMC.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                VMC
      must, prior to the Launch Date, provide to Telstra a schedule setting out
      the advertising deal agreed with XXXXXXX for the first
      year of the Term, including the advertising positions booked and the
      advertising fees to be charged for those positions (“XXXXXXXXX
      Deal”).

              


      

      
         

        
          
            
              
                	
                        ã Mallesons Stephen
      Jaques

                      	
                        Partner
      Content Services Agreement

                      	
                         
      12

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (j)

              	
                Upon
      renewal or extension of the XXXXXXXXX Deal, if XXXXXXX books the same
      advertising positions as per the XXXXXXX Deal (even if
      for a higher price), then the revenue from such ad sales shall be dealt
      with in accordance with clause
3.3(h).

              


      

       

      
        	
                 
      

              	
                (k)

              	
                Upon
      renewal or extension of the XXXXXXXXXXXXXX if XXXXXXX books additional
      advertising positions over and above those contained in the XXXXXXX Deal, (“Additional XXXXXXX
      Advertising”), such Additional XXXXXXX Advertising
      shall be booked through Sensis Media Smart and the revenue from such
      Additional Advertising shall be dealt with in accordance with clause
      3.2

              


      

      
         

          
            

          

        

        
          	
                  4

                	
                  Fees
      and Reporting

                


        

      

       

      
        	
                4.1

              	
                Commencement
      of payment obligations

              


      

       

      Telstra
shall not be liable to pay any fees in respect of the period prior to the Launch
Date.

       

      
        	
                4.2

              	
                Monthly
      Payments

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Each
      month, Telstra shall calculate the Revenue Share for that month, and add
      it to the Cumulative Amount Paid (together, the “Total
      Amount”).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                In
      a given month, if the Total Amount does not equal the Cumulative Minimum
      Guarantee Amount for that month, Telstra shall pay to
  VMC:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Revenue Share for that month; plus

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      difference between the Total Amount and the Cumulative Minimum Guarantee
      Amount for that month (“Minimum Guarantee
      Uplift”); plus

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      VMC Commission payable

              


      

      
         

        
          
            
              
                	
                        ã Mallesons Stephen
      Jaques

                      	
                        Partner
      Content Services Agreement

                      	
                         
      13

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       less

       

      
        	
                 
      

              	
                (iv)

              	
                any
      Service Level Rebate due for that
month.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      the Total Amount exceeds the Cumulative Minimum Guarantee Amount for that
      month, Telstra shall pay to VMC:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Revenue Share for that month; plus

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      VMC Commission payable;

              


      

       

       less

       

      
        	
                 
      

              	
                (iii)

              	
                any
      Service Level Rebate due for that
month.

              


      

       

      
        	
                4.3

              	
                Payment
      method

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Telstra
      shall, within 30 days of the end of each calendar
  month:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                provide
      to VMC a report (“Report”) which sets
      out:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      Existing Advertiser Revenue Share payable for the previous
      month;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      VMC Commission payable for the previous
month;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                the
      VMC Revenue Share for the previous
month;

              


      

       

      
        	
                 
      

              	
                (D)

              	
                a
      statement of the Cumulative Amount
Paid;

              


      

       

      
        	
                 
      

              	
                (E)

              	
                any  Minimum
      Guarantee Uplift payable for the previous month;
  and

              


      

       

      
        	
                 
      

              	
                (F)

              	
                any
      Service Level Rebates that are due;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                provide
      to VMC a recipient created tax invoice (“RCTI”) setting out the
      amount payable by Telstra to VMC for the preceding month pursuant to
      clause 4.2; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                pay
      to VMC the amount set out in the
RCTI.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      VMC disputes an amount in an RCTI in good faith, within 30 days of the
      date of the RCTI, VMC must give Telstra a notice of dispute in respect of
      the disputed amount, in which case clause 13 will
      apply.

              


      

      
         

        
          
            
              
                	
                        ã Mallesons Stephen
      Jaques

                      	
                        Partner
      Content Services Agreement

                      	
                        14

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

      

    
      

    

    
      
        
          	
                  5

                	
                  Goods
      and services tax (GST)

                


        

         

      

      
        	
                5.1

              	
                Consideration
      does not include GST

              


      

       

      The
consideration specified in this Agreement does not include any amount for
GST.

       

      
        	
                5.2

              	
                Recovery
      of GST

              


      

       

      If a
supply under this Agreement is subject to GST, the recipient must pay to the
supplier an additional amount equal to the amount of the consideration
multiplied by the applicable GST rate.

       

      
        	
                5.3

              	
                Time
      of payment

              


      

       

      The
additional amount is payable at the same time as the consideration for the
supply is payable or is to be provided.   However, the additional
amount need not be paid until the supplier gives the recipient a Tax
Invoice.

       

      
        	
                5.4

              	
                Adjustment
      of additional amount

              


      

       

      If the
additional amount differs from the amount of GST payable by the supplier, the
parties must adjust the additional amount.

       

      
        	
                5.5

              	
                Reimbursement

              


      

       

      If a
party is entitled to be reimbursed or indemnified under this Agreement, the
amount to be reimbursed or indemnified does not include any amount for GST for
which the party is entitled to an Input Tax Credit.

      
         


          
            

          

        

        
          	
                  6

                	
                  Intellectual
      Property Rights

                


        

         

      

      
        	
                6.1

              	
                Telstra

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Telstra
      warrants that it or its licensors own all Intellectual Property Rights in
      and to the BigPond Website and Telstra Brand Materials and any
      modifications made to the BigPond Website or Telstra Brand
      Materials.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Telstra
      grants VMC the non-exclusive, royalty-free, irrevocable licence during the
      Term to use, reproduce and communicate to the public the Telstra Brand
      Materials solely for the purpose of complying with VMC’s obligations under
      this Agreement.

              


      

      
 

      
        
          
            	
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      Content Services Agreement

                  	
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                (c)

              	
                VMC
      shall use the Telstra Brand Materials only in compliance with Telstra’s
      Brand Guidelines, and must obtain prior written approval from Telstra in
      each instance.

              


      

       

      
        	
                6.2

              	
                VMC

              


      

       

      
        	
                 
      

              	
                (a)

              	
                VMC
      must obtain or procure at its own cost, all licences and consents from
      third parties, to provide the VMC Content to customers without infringing
      any laws or other rights (including Intellectual Property Rights or moral
      rights) of any person.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                VMC
      must ensure that each person involved in creating all or any part of the
      VMC Content and each person whose performance is recorded in any VMC
      Content irrevocably waives any and all moral rights they have in each
      copyright work or other subject matter comprised in the VMC Content and
      consents to their use on the VMC
Website.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                VMC
      or its licensors own all Intellectual Property Rights in and to the VMC
      Website, the VMC Content and the VMC Brand Materials, and any
      modifications made to the VMC Website, VMC Content or VMC Brand
      Materials.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                VMC
      grants Telstra a non-exclusive, royalty-free, irrevocable licence during
      the Term in Australia to use, reproduce, modify, repurpose and communicate
      to the public:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      VMC Brand Materials; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      VMC Content,

              


      

       

      solely
for the purposes set out in this Agreement.

       

      
        	
                6.3

              	
                Infringement
      Claims

              


      

       

      
        	
                 
      

              	
                (a)

              	
                VMC
      must notify Telstra in writing immediately if it receives any Infringement
      Claim.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                VMC
      must:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                unless
      otherwise notified by Telstra, conduct the defence of any Infringement
      Claim;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                as
      soon as reasonably practicable consult with Telstra about the Infringement
      Claim; and

              


      

      
         

        
          
            
              	
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                (iii)

              	
                not
      agree to any settlement of an Infringement Claim without Telstra’s
      consent.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      reasonably requested by VMC, Telstra must co-operate, at VMC’s cost, in
      the VMC’s conduct of the defence of an Infringement Claim.
  

              


      

       

      
        	
                 
      

              	
                (d)

              	
                If
      VMC does not use its reasonable endeavours to comply with its obligations
      under clause 6.3(b), without limiting Telstra's other rights or remedies
      under this agreement or otherwise Telstra may, at VMC’s cost, conduct the
      defence of an Infringement Claim.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                If
      Telstra exercises its rights under clause 6.3(d), VMC must provide
      Telstra, at VMC’s cost, all reasonable assistance required by Telstra and,
      if requested in writing by Telstra, must lend its name to Telstra for the
      purpose of conducting any such
defence.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Without
      limiting Telstra’s other rights or remedies under this agreement or
      otherwise, if an Infringement Claim occurs, Telstra
  may:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                require
      VMC promptly and at the VMC’s cost
to:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                modify
      the Service, VMC Content, VMC Website, VMC Brand Materials or other
      material that is the subject of the claim (‘Infringing Material’) to
      circumvent the claim;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                obtain
      for Telstra and its sub licensees the right to continue to use the
      Service, VMC Content, and VMC Brand Materials;
  and/or

              


      

       

      
        	
                 
      

              	
                (C)

              	
                replace
      the Infringing Material with other content or material acceptable to
      Telstra; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                terminate
      this Agreement on 10 Business Days’ written notice to
  VMC.

              


      

       

      
        
          
            	
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      Content Services Agreement

                  	
                    17

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      
        

      

      
        
          	
                  7

                	
                  Representations
      and warranties

                


        

         

      

      
        	
                7.1

              	
                VMC

              


      

       

      VMC
warrants that:

       

      
        	
                 
      

              	
                (a)

              	
                it
      has the power to enter into this Agreement and the rights necessary to
      grant the rights conferred by it under this Agreement and perform its
      obligations under this Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                it
      will perform its obligations under this Agreement with due care and skill
      and in accordance with all applicable laws and
  regulations;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                it
      has obtained all necessary licences to use or reproduce any third party
      owned intellectual property on the VMC Wesbite, and it will not use or
      reproduce any third party intellectual property on the VMC Website without
      first obtaining all necessary licences to do
so.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      entry into and performance of this Agreement will not breach any other
      agreement to which it is a party or any obligations it owes to a third
      party;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                all
      information provided by it to Telstra pertaining to the VMC Website, and
      in particular, user statistics, is true, accurate and not
      misleading;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                all
      claims on the “Advertise with us” section of the VMC Website are, and will
      remain, true accurate and not
misleading;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      exercise by Telstra of rights in relation to, or use of, the Service, VMC
      Website, VMC Brand Materials and VMC Content as contemplated under this
      Agreement will not breach any law or infringe the rights (including
      intellectual property rights)of, or duties owed to, any person whether
      under statute, common law or
otherwise;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                the
      VMC Website and all current and future VMC
  Content:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                is,
      and will continue to be, of a standard at least equivalent to current
      industry standards and practices for internet
  content;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                is,
      and will continue to be, fit for
purpose;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                complies
      and conforms with, and will continue to comply and conform with, all
      applicable laws, regulations and industry
codes;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                do
      not infringe the rights of third
parties;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                do
      not contain objectionable, defamatory or pornographic
      material;

              


      

       

      
        
          
            	
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                (i)

              	
                any
      current or future listings of health professionals on the VMC Website will
      not breach any applicable laws, regulations or codes, including, without
      limitation, the Medical Practice Act 1992 (NSW), NSW Medical Board Code of
      Professional Conduct, Health Professions Registration Act 2005 (Vic),
      Medical Practitioners Registration Act 1996 (TAS), Medical Practice Act
      (SA), Medical Practitioners Act 2008 (WA), and Australian Medical Code of
      Ethics;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                any
      current or future listings of, or advertisements for, therapeutic goods on
      the VMC Website will apply with all applicable laws, regulations, and
      industry codes, including without limitation, including, without
      limitation, the Therapeutic Goods Advertising Code 2007, the Therapeutic
      Goods Act 1989 (Cth), the Therapeutic Goods Regulations 1990 (Cth) and the
      Medicines Australia Code of Conduct and
  Guidelines;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                it
      is not aware of any claim, actual or threatened, in relation to the VMC
      Website, VMC Brand Materials or VMC Content (including a claim that these
      materials infringe a person’s Intellectual Property Rights) and has no
      grounds to suspect that such a claim will or might be
  made;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                it
      has obtained the consent of each person (or in the case of children, the
      consent of their parent or guardian) appearing in any video or photograph
      on the VMC Website, to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      photograph being taken, or the video being recorded;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                publication
      of the video or photograph on the VMC
Website;

              


      

       

      
        	
                 
      

              	
                (m)

              	
                prior
      to the publication of any videos or photographs of any person on the VMC
      Website, VMC shall obtain the consent of each participant (and in the case
      of children, the consent of their parent or guardian)
  to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      photograph being taken, or the video being recorded;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                publication
      of the video or photograph on the VMC
Website.

              


      

      
         

        
          
            
              	
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      Content Services Agreement

                    	
                      19

                    


            

          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                7.2

              	
                Telstra

              


      

       

      Telstra
warrants that:

       

      
        	
                 
      

              	
                (a)

              	
                it
      has the power to enter into this Agreement and grant the rights conferred
      by it under this Agreement and perform its obligations under this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                it
      will perform its obligations under this Agreement with due care and skill
      and in accordance with all applicable
laws;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      entry into and performance of this Agreement will not breach any other
      agreement to which it is a party or any obligations it owes to a third
      party; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      inclusion and use by VMC of the Telstra Brand Materials on the Consumer
      VMC Website will not infringe the rights of any third
    parties.

              


      

       


        
          

        

      

      
        
          	
                  8

                	
                  Indemnity
      & Insurance

                


        

         

      

      
        	
                8.1

              	
                Indemnity

              


      

       

      VMC
indemnifies Telstra, Telstra's Related Entities and their Representatives
(“Indemnified Persons”)
against any loss, damage, liability and expense (including on a full indemnity
basis all legal, defence and settlement costs) (“Loss”) suffered or incurred by
any of the Indemnified Persons arising from or in connection with:

       

      
        	
                 
      

              	
                (a)

              	
                any
      unlawful, wilful, fraudulent or negligent act or omission of VMC or its
      Representatives;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      claims for loss or damages arising from the use by a consumer of any
      information obtained from the VMC
Website;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      injury to or death of any person, or any loss of or damage to the tangible
      property, real or personal of Telstra, its Related Entities, or a third
      party;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      breach of clause 9.3(a);

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any
      breach of a warranty in clause 7.1 or any Infringement
    Claim,

              


      

       

      except to
the extent that any Loss is caused by Telstra’s negligence.

       

      
        
          
            	
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                8.2

              	
                Insurance

              


      

       

      
        	
                 
      

              	
                (a)

              	
                VMC
      must, at its cost, take out and maintain the Insurance
      Policies.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                VMC
      must provide Telstra with certificates of insurance for the Insurance
      Policies.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                VMC
      must comply with all of the terms of the Insurance Policies taken out by
      VMC pursuant to clause 8.2(a).

              


      

       


        
          

        

      

      
        
          	
                  9

                	
                  VMC
      Member Information & Privacy

                


        

         

      

      
        	
                9.1

              	
                Ownership
      of member information

              


      

       

      
        	
                 
      

              	
                (a)

              	
                All
      Member Information collected through the Consumer VMC Website shall belong
      to VMC.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                VMC
      shall include in the registration process an “opt in” tick box which
      requests consent from users to Telstra sending them marketing
      material.  A user who consents to receiving marketing material
      from Telstra shall be called an “Opted-in
User”.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                VMC
      will also include in its privacy
policy:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      statement that Telstra will treat the Personal Information of Opted-in
      Users in accordance with its privacy policy;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                a
      link to Telstra’s privacy policy currently located at
      http://www.telstra.com.au/privacy/privacy_statement.html.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                VMC
      shall, at Telstra’s request, provide to Telstra the details of all
      Opted-in Users.

              


      

       

      
        	
                9.2

              	
                Consent
      to display

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Where
      videos or photographs of individuals appear on the VMC Website, VMC shall
      obtain the consent of each participant (and in the case of children, the
      consent of their parent or
guardian):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                to
      be videoed or photographed; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                for
      such videos or photographs to be posted on the VMC
  Website.

              


      

      
         

        
          
            
              	
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      Content Services Agreement

                    	
                      21

                    


            

          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                9.3

              	
                Compliance
      with privacy laws

              


      

       

      VMC
shall, during the Term:

       

      
        	
                 
      

              	
                (a)

              	
                comply
      with all Privacy Laws in relation to collection, use, storage and
      disclosure of any Personal Information or Sensitive Information, whether
      or not VMC is an organisation bound by the Privacy
  Act;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      VMC is a small business operator under the Privacy Act, choose to be
      treated as an organisation bound by the Privacy Act under section 6EA of
      the Privacy Act during the term of this agreement;
  and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                immediately
      notify Telstra if VMC becomes aware of any breach or alleged breach of
      VMC’s obligations under this clause and comply with any reasonable
      direction from Telstra with respect to remedying that
    breach.

              


      

       


        
          

        

      

      
        
          	
                  10

                	
                  Exclusivity

                


        

         

      

      
        	
                10.1

              	
                No
      duplication of VMC Content online or on
mobile

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to clause 10.2, VMC shall not, without Telstra’s prior written
      consent:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                enter
      into any agreements or arrangements with any Telstra Competitor in
      relation to the VMC Website, the VMC Content or any part of, or variation
      to, the VMC Content (“Adapted VMC Content”);
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                other
      than as set out in this Agreement, publish or allow to be published, the
      VMC Content or any Adapted VMC Content on any website other than the VMC
      Website.

              


      

       

      
        	
                10.2

              	
                Exception

              


      

       

      VMC shall
be permitted to license the VMC Content and/or Adapted VMC Content to internet
sites which are run by not-for-profit organisations, provided that:

       

      
        	
                 
      

              	
                (a)

              	
                VMC
      shall not receive any commercial benefit for supplying the content;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                VMC
      must first obtained Telstra’s written consent (which shall not be
      unreasonably withheld).

              


      

       

      
        
          
            	
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      Jaques

                  	
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      Content Services Agreement

                  	
                    22

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  11

                	
                  Future
      Option

                


        

         

      

      XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX


      
         

          
            

          

        

        
          	
                  12

                	
                  Confidentiality

                


        

         

      

      
        	
                12.1

              	
                Public
      announcements

              


      

       

      Neither
party may make an announcement of any of the details in this Agreement without
the other party’s prior consent.

       

      
        	
                12.2

              	
                Confidentiality

              


      

       

      Each
party agrees not to disclose information provided by any other party that is not
publicly available except:

       

      
        	
                 
      

              	
                (a)

              	
                to
      officers, employees, legal and other advisers and auditors of any party;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                with
      the consent of the party who provided the information;
  or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                as
      allowed or required by any law or stock
  exchange.

              


      

       

      Each
party consents to disclosures made in accordance with this
clause.  This clause survives termination of this
Agreement.


      
         

          
            

          

        

        
          	
                  13

                	
                  Dispute
      Resolution

                


        

         

      

      
        	
                13.1

              	
                Injunctive
      or interim relief

              


      

       

      Nothing
in this clause prevents a party seeking urgent injunctive or similar interim
relief from a court.

       

      
        	
                13.2

              	
                Initial
      attempt at resolution

              


      

       

      
        	
                 
      

              	
                (a)

              	
                As
      quickly as practicable after a Dispute arises, each party agree that it
      will make available a suitably qualified and experienced representative,
      who is properly authorised to resolve the Dispute, to meet with the other
      side’s representative to resolve the
Dispute.

              


      

       

      
        
          
            	
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      Jaques

                  	
                    Partner
      Content Services Agreement

                  	
                    23

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      party agrees that they will act in good faith in attempting to resolve any
      Dispute.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      the Dispute is not resolved within 14 days after the initial meeting of
      the parties’ representatives, the parties agree that they will proceed to
      mediation in accordance with the remainder of this clause
    13.

              


      

       

      
        	
                13.3

              	
                Mediation

              


      

       

      The
Dispute must be submitted to mediation in accordance with the Guidelines for
Commercial Mediation of the Australian Commercial Disputes Centre Limited
(“ACDC”). The mediation
is to be conducted in Sydney.

       

      
        	
                13.4

              	
                Appointment
      of mediator

              


      

       

      The
parties will agree on the appointment of mediator.  If the parties do
not agree on the mediator to be appointed within 14 days of either party
referring the Dispute to mediation, then the mediator is to be appointed by ACDC
in accordance with the ACDC Guidelines for Commercial Mediation.

       

      
        	
                13.5

              	
                Termination
      of mediation

              


      

       

      The
mediation process will terminate within 30 days of the appointment of the
mediator, upon which either party will be entitled to commence court proceedings
in relation to the Dispute.


      
         


          
            

          

        

        
          	
                  14

                	
                  Term
      and termination

                


        

         

      

      
        	
                14.1

              	
                Initial
      Term

              


      

       

      This
Agreement commences on the date it is executed by both parties and will continue
for 3 years from the Launch Date (“Initial Term”) unless
terminated earlier in accordance with the terms of this
Agreement.  

       

      
        	
                14.2

              	
                Option
      to Renew

              


      

       

      On expiry
of the Initial Term, Telstra may elect to renew this Agreement on the same terms
for a further 3 year term (“Further Term”) by notifying
VMC in writing no later than 30 days before the expiry of the Initial
Term.

       

      
        
          
            	
                    ã Mallesons Stephen
      Jaques

                  	
                    Partner
      Content Services Agreement

                  	
                    24

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                14.3

              	
                Either
      party’s right to terminate

              


      

       

      
        	
              	
                (a) 

              	
                Either
      party may terminate this Agreement immediately
  if:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      other party breaches a term of this Agreement that is capable of being
      remedied, and that breach is not remedied within 21 days of written notice
      from the first mentioned party specifying the breach and requiring its
      remedy;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      other party breaches a material term of this Agreement that is not capable
      of being remedied;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                entitled
      to do so pursuant to clause 15(c);
or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      other party becomes Insolvent.

              


      

       

      
        	
                14.4

              	
                Telstra’s
      right to terminate

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Telstra
      may terminate this Agreement:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                immediately
      if VMC breaches any of its obligations in clause 9.2 or
      2.2(o);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                immediately
      if VMC breaches the SRA;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                immediately
      if a material change in ownership or control of VMC occurs which in the
      reasonable opinion of Telstra:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                adversely
      affects Telstra's rights;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                adversely
      affects VMC’s ability to perform its obligations under agreement;
      or

              


      

       

      
        	
                 
      

              	
                (C)

              	
                is
      otherwise contrary to Telstra's
interests;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                in
      accordance with clauses 6.3(f)(ii);

              


      

       

      
        	
                 
      

              	
                (v)

              	
                on
      14 days written notice if VMC causes a material breach of this Agreement
      pursuant to Schedule 1, paragraph 5.2;
or

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                without
      cause, on 90 days written notice to
VMC.

              


      

       

      
        	
                14.5

              	
                Consequences
      of termination

              


      

       

      If this
Agreement is terminated:

       

      
        	
                 
      

              	
                (a)

              	
                VMC
      must promptly cease using the Telstra Brand Materials on the VMC
      Website;

              


      

      
         

        
          
            
              	
                      ã Mallesons Stephen
      Jaques

                    	
                      Partner
      Content Services Agreement

                    	
                      25

                    


            

          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                VMC
      must promptly remove all references to Telstra or BigPond on the VMC
      Website;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Telstra
      must promptly cease using the VMC Brand Materials on the BigPond
      Website;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Telstra
      must promptly remove all references to VMC on the BigPond homepage;
      and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                however
      caused, the termination is without prejudice to any rights or liabilities
      of the parties which had accrued as at the time of
      termination.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Unless
      terminated in accordance with clause 14.4(a)(vi), following termination of
      this Agreement, Telstra shall be entitled to 50% of the Distributed
      Advertising Revenue for any Undelivered Advertisements (as defined in the
      SRA).

              


      

       


        
          

        

      

      
        
          	
                  15

                	
                  Force
      Majeure

                


        

         

      

      
        	
                 
      

              	
                (a)

              	
                If
      a party is unable to perform or is delayed in performing an obligation
      under this agreement (other than an obligation to pay money), because of
      an event beyond that party’s reasonable control (Force Majeure Event),
      that obligation is suspended but only so far and for so long as that party
      is affected by the Force Majeure Event and if it complies with clause
      15(b).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      a Force Majeure Event occurs, the non-performing party
    must:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                promptly
      give the other party notice of the event and an estimate of the
      non-performance and delay;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                take
      all reasonable steps to overcome the effects of the event (but this does
      not require the settlement of industrial disputes or other claims on
      unreasonable terms); and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                resume
      compliance as soon as practicable after the event no longer affects either
      party.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      a Force Majeure Event occurs and continues for more than 30 days, either
      party may terminate this agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      non-performing party may only terminate this agreement under clause 15(c)
      if it has complied with clause
15(b).

              


      

       

      
        
          
            	
                    ã Mallesons Stephen
      Jaques

                  	
                    Partner
      Content Services Agreement

                  	
                    26

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

        
          

        

      

      
        
          	
                  16

                	
                  Notices
      and other communications

                


        

         

      

      
        	
                16.1

              	
                Form

              


      

       

      Unless
expressly stated otherwise in this Agreement, all notices, certificates,
consents, approvals, waivers and other communications in connection with this
Agreement must be in writing, signed by the sender (if an individual) or an
authorised officer of the sender and marked for the attention of the person
identified in the Details or, if the recipient has notified otherwise, then
marked for attention in the way last notified.  Communications sent by
email are taken to be signed by the named sender.

       

      
        	
                16.2

              	
                Delivery

              


      

       

      Communications
must be:

       

      
        	
                 
      

              	
                (a)

              	
                left
      at the address set out or referred to in the Details;
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                sent
      by prepaid ordinary post (airmail if appropriate) to the address set out
      or referred to in the Details; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                sent
      by fax to the fax number set out or referred to in the Details;
      or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                sent
      by email to the address set out or referred to in the
    Details.

              


      

       

      However,
if the intended recipient has notified a changed address, fax number or email
address, then communications must be to that address, fax number or email
address.

       

      
        	
                16.3

              	
                When
      taken to be received

              


      

       

      Communications
are taken to be received:

       

      
        	
                 
      

              	
                (a)

              	
                if
      sent by post, three days after posting (or seven days after posting if
      sent from one country to another);
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      sent by fax, at the time shown in the transmission report as the time that
      the whole fax was sent; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                if
      sent by email;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                when
      the sender receives an automated message confirming delivery;
      or

              


      

       

      
        
          
            	
                    ã Mallesons Stephen
      Jaques

                  	
                    Partner
      Content Services Agreement

                  	
                    27

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                four
      hours after the time sent (as recorded on the device from which the sender
      sent the email) unless the sender receives an automated message that the
      email has not been delivered,

              


      

       

      whichever
happens first.

       

        
          

        

      

      
        
          	
                  17

                	
                  General

                


        

         

      

      
        	
                17.1

              	
                Assignment

              


      

       

      Neither
party may assign or otherwise deal with its rights under this Agreement, or
allow any interest in them to arise or be varied in each case, without the
consent of the other party.

       

      
        	
                17.2

              	
                Discretion
      in exercising rights

              


      

       

      A party
may exercise a right or remedy or give or refuse its consent in any way it
considers appropriate (including by imposing conditions), unless this Agreement
expressly states otherwise.

       

      
        	
                17.3

              	
                Partial
      exercising of rights

              


      

       

      If a
party does not exercise a right or remedy fully or at a given time, the party
may still exercise it later.

       

      
        	
                17.4

              	
                No
      liability for loss

              


      

       

      A party
is not liable for loss caused by the exercise or attempted exercise of, failure
to exercise, or delay in exercising a right or remedy under this
Agreement.

       

      
        	
                17.5

              	
                Remedies
      cumulative

              


      

       

      The
rights and remedies provided in this Agreement are in addition to other rights
and remedies given by law independently of this Agreement.

       

      
        	
                17.6

              	
                Variation
      and waiver

              


      

       

      A
provision of this Agreement or a right created under it, may not be waived or
varied except in writing, signed by the party or parties to be
bound.

       

      
        	
                17.7

              	
                Construction

              


      

       

      No rule
of construction applies to the disadvantage of a party because that party was
responsible for the preparation of, or seeks to rely on, this Agreement or any
part of it.

       

      
        
          
            	
                    ã Mallesons Stephen
      Jaques

                  	
                    Partner
      Content Services Agreement

                  	
                    28

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                17.8

              	
                Counterparts

              


      

       

      This
Agreement may be executed in counterparts.  All counterparts when
taken together are to be taken to constitute one instrument.

       

      
        	
                17.9

              	
                No
      partnership or agency

              


      

       

      Nothing
contained or implied in this Agreement constitutes a party the partner, agent,
or legal representative of another party for any purpose or creates any
partnership, agency or trust, and no party has any authority to bind another
party in any way.

       

      
        	
                17.10

              	
                Severability

              


      

       

      If the
whole or any part of a provision of this Agreement is void, unenforceable or
illegal in a jurisdiction it is severed for that jurisdiction.  The
remainder of this Agreement has full force and effect and the validity or
enforceability of that provision in any other jurisdiction is not
affected.  This clause has no effect if the severance alters the basic
nature of this Agreement or is contrary to public policy.

       

      
        	
                17.11

              	
                Entire
      agreement

              


      

       

      This
Agreement constitutes the entire agreement of the parties about its subject
matter and supersedes all previous agreements, understandings and negotiations
on that subject matter.

       

      
        	
                17.12

              	
                Jurisdiction

              


      

       

      This
Agreement is governed by the law of the place specified in the
Details.  The parties submit to the non-exclusive jurisdiction of the
courts in that location.

       

      
        
          
            	
                    ã Mallesons Stephen
      Jaques

                  	
                    Partner
      Content Services Agreement

                  	
                    29

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Signing
page

       

      DATED:______________________


      


      
        
          	
                  SIGNED
by

                	 
      	 
      
	 
      	
                   )

                	 
      
	 
      	
                   )

                	 
      
	 
      	
                   )

                	 
      
	 
      	
                   )

                	 
      
	
                  as
      authorised representative for

                  TELSTRA CORPORATION
      LIMITED

                  in
      the presence of:

                	
                   )

                   )

                   )

                	 
      
	 
      	
                   )

                	 
      
	 
      	
                   )

                	 
      
	
                    

                	
                   )

                	
                    

                
	
                  Signature
      of witness

                	
                   )

                	
                  By
      executing this agreement the

                
	
                    

                	
                   )

                	
                  signatory
      warrants that the signatory is

                
	
                  Name
      of witness (block letters)

                	
                   )

                	
                  duly
      authorised to execute this

                
	 
      	
                   )

                	
                  agreement
      on behalf of TELSTRA

                
	 
      	 
      	
                  CORPORATION
      LIMITED

                
	 
      	 
      	 
      
	
                    

                	 
      	 
      
	
                  Date

                	 
      	 
      


        

      

      


      
        
          
            	
                    ã Mallesons Stephen
      Jaques

                  	
                    Partner
      Content Services Agreement

                  	
                    30

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                  SIGNED
by

                	 
      	 
      
	 
      	
                   )

                	 
      
	 
      	
                   )

                	 
      
	 
      	
                   )

                	 
      
	 
      	
                   )

                	 
      
	
                  as
      authorised representative for

                  VIRTUAL MEDICAL CENTRE
      LTD

                  in
      the presence of:

                	
                   )

                   )

                   )

                	 
      
	 
      	
                   )

                	 
      
	 
      	
                   )

                	 
      
	
                    

                	
                   )

                	
                    

                
	
                  Signature
      of witness

                	
                   )

                	
                  By
      executing this agreement the

                
	
                    

                	
                   )

                	
                  signatory
      warrants that the signatory

                
	
                      
      

                	
                   )

                	
                  is duly
      authorised to execute this

                
	  
      	
                   )

                	
                  agreement
      on behalf of VIRTUAL

                
	
                  Name
      of witness (block letters)  

                	 
      	
                  MEDICAL
      CENTRE LTD.

                
	 
      	 
      	 
      
	
                    

                	 
      	 
      
	
                  Date

                	 
      	 
      


        

      

    

    
       

      
        
          
            	
                    ã Mallesons Stephen
      Jaques

                  	
                    Partner
      Content Services Agreement

                  	
                    31