Exhibit 4.1.3


 


Transition
and Shared Services

Agreement


 


CSR
Limited
ABN 90 000 001 276


 


and


 


Rinker
Group Limited
ABN 53 003 433 118


 

















 


Table
of contents


 


Clause


 


	
  1

  	
  Definitions and interpretation

  
	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  
	
   

  	
  1.2

  	
  Interpretation

  
	
   

  	
  1.3

  	
  Precedence of documents

  
	
   

  	
  1.4

  	
  Beneficial interest

  
	
   

  	
   

  	
   

  
	
  2

  	
  Term

  
	
   

  	
   

  
	
  3

  	
  Provision of Services

  
	
   

  	
   

  
	
  4

  	
  RGL Group’s and CSR Group’s obligations

  
	
   

  	
   

  
	
   

  	
  4.1

  	
  RGL Group’s responsibilities

  
	
   

  	
  4.2

  	
  CSR Group’s responsibilities

  
	
   

  	
   

  	
   

  
	
  5

  	
  Variation of and additional Services

  
	
   

  	
   

  
	
   

  	
  5.1

  	
  Additional Services

  
	
   

  	
  5.2

  	
  Variation
  request

  
	
   

  	
  5.3

  	
  No obligation to vary

  
	
   

  	
  5.4

  	
  Variations to IT infrastructure and Service
  delivery

  
	
   

  	
   

  	
   

  
	
  6

  	
  [This part
  has been deleted]

  
	
   

  	
   

  
	
  7

  	
  Sub-contracting

  
	
   

  	
   

  
	
  8

  	
  Payment

  
	
   

  	
   

  
	
   

  	
  8.1

  	
  Charges

  
	
   

  	
  8.2

  	
  Invoicing and payment

  
	
   

  	
  8.3

  	
  Adjustment to Charges

  
	
   

  	
  8.4

  	
  Disputed
  Charges

  
	
   

  	
   

  	
   

  
	
  9

  	
  Dispute Resolution

  
	
   

  	
   

  
	
  10

  	
  Confidentiality and disclosure of
  information

  
	
   

  	
   

  
	
   

  	
  10.1

  	
  Confidentiality

  
	
   

  	
  10.2

  	
  Permitted disclosure

  
	
   

  	
  10.3

  	
  Third party disclosure

  
	
   

  	
  10.4

  	
  Return or destruction of Confidential
  Information

  
	
   

  	
  10.5

  	
  No obligation to provide Confidential
  Information

  
	
   

  	
  10.6

  	
  Privacy

  
	
   

  	
  10.7

  	
  Survival of clause

  



 


1

















 


	
  11

  	
  No
  warranties

  
	
   

  	
   

  
	
  12

  	
  Limitation of liability

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Limitation of liability

  
	
   

  	
  12.2

  	
  Trade Practices Act

  
	
   

  	
  12.3

  	
  Right of recovery against a third party

  
	
   

  	
  12.4

  	
  Force
  Majeure

  
	
   

  	
  12.5

  	
  Insurance

  
	
   

  	
   

  	
   

  
	
  13

  	
  Copyright and CSR Trade Mark Licence

  
	
   

  	
   

  
	
   

  	
  13.1

  	
  Copyright Licences

  
	
   

  	
  13.2

  	
  Trade Mark Licences

  
	
   

  	
   

  	
   

  
	
  14

  	
  Assistance on cessation

  
	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Principles of cessation

  
	
   

  	
  14.2

  	
  Grant
  of licence

  
	
   

  	
   

  	
   

  
	
  15

  	
  Termination

  
	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  Termination Events

  
	
   

  	
  15.2

  	
  Effect of Termination Event

  
	
   

  	
  15.3

  	
  Termination for convenience

  
	
   

  	
  15.4

  	
  Termination of a Service Schedule

  
	
   

  	
  15.5

  	
  Termination where scheme of arrangement or
  change of control

  
	
   

  	
   

  	
   

  
	
  16

  	
  General

  
	
   

  	
   

  	
   

  
	
   

  	
  16.1

  	
  Notices

  
	
   

  	
  16.2

  	
  Governing law and jurisdiction

  
	
   

  	
  16.3

  	
  Further assurances

  
	
   

  	
  16.4

  	
  Variation

  
	
   

  	
  16.5

  	
  Merger

  
	
   

  	
  16.6

  	
  Assignment

  
	
   

  	
  16.7

  	
  Consents

  
	
   

  	
  16.8

  	
  Waivers

  
	
   

  	
  16.9

  	
  Costs and expenses

  
	
   

  	
  16.10

  	
  No representation or reliance

  
	
   

  	
  16.11

  	
  Entire
  Agreement

  
	
   

  	
  16.12

  	
  Cumulative
  rights

  
	
   

  	
  16.13

  	
  Prohibition and enforceability

  
	
   

  	
  16.14

  	
  To the extent not excluded by law

  
	
   

  	
   

  	
   

  
	
  17

  	
  GST

  
	
   

  	
   

  
	
  Schedule
  1 – Agreed Service Schedule

  



 


2

















 


	
  1

  	
  CSR BSC: Processing of AP invoices for RGL

  
	
   

  	
   

  
	
  2

  	
  CSR BSC: Gateway Transmissions to Westpac

  
	
   

  	
   

  
	
  3

  	
  CSR BSC: Leaseplan administration

  
	
   

  	
   

  
	
  4

  	
  CSR HR: BSC CHRIS system

  
	
   

  	
   

  
	
  5

  	
  CSR HR: Transitional support services

  
	
   

  	
   

  
	
  6

  	
  CSR HR: Share and Option Plans

  
	
   

  	
   

  
	
  7

  	
  CSR HR: Vehicle Administration

  
	
   

  	
   

  
	
  8

  	
  CSR HR: CHRIS system – Workers’
  Compensation

  
	
   

  	
   

  
	
  9

  	
  CSR Workers Compensation: administration
  assistance Yarraville.

  
	
   

  	
   

  
	
  10

  	
  CSR Workers Compensation: Claims Advisor
  Queensland

  
	
   

  	
   

  
	
  11

  	
  CSR Procurement: Telstra Contract
  Negotiations

  
	
   

  	
   

  
	
  12

  	
  CSR FRG: Transitional accounting and
  reporting assistance

  
	
   

  	
   

  
	
  13

  	
  CSR Taxation: Cross training in tax
  processes

  
	
   

  	
   

  
	
  14

  	
  CSR Treasury: Treasury services

  
	
   

  	
   

  
	
  15

  	
  CSR Treasury: Vehicle Finance support

  
	
   

  	
   

  
	
  16

  	
  CSR Strategy: Advice

  
	
   

  	
   

  
	
  17

  	
  CSR Property: Rent 9 Help Street Chatswood

  
	
   

  	
   

  
	
  18

  	
  Corporate functions other

  
	
   

  	
   

  
	
  19

  	
  CSR BIS: Tier 1 Help Desk

  
	
   

  	
   

  
	
  20

  	
  CSR BIS: PC and Desktop Support

  
	
   

  	
   

  
	
  21

  	
  CSR BIS: NT Server Support

  
	
   

  	
   

  
	
  22

  	
  CSR
  BIS: Email

  



 


3

















 


	
  23

  	
  CSR BIS: Wide Area Network Support

  
	
   

  	
   

  
	
  24

  	
  CSR BIS: E-Commerce

  
	
   

  	
   

  
	
  25 

  	
  CSR BIS: Voice Services 

  
	
   

  	
   

  
	
  26

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

  
	
   

  	
   

  
	
  27

  	
  CSR BIS: Miscellaneous Applications Support

  
	
   

  	
   

  
	
  28

  	
  CSR BIS: Miscellaneous Support

  
	
   

  	
   

  
	
  Schedule 2 – Agreed Service Schedule

  



 


4

















 


This
transition and shared services agreement


 


is made on 27
March 2003 between the following parties:


 


1                                         CSR
Limited ABN 90 000 001 276

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


 


2                                         Rinker
Group Limited ABN 53 003 433 118

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


Recitals


 


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


 


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


 


C.                                     The
CSR Group and the RGL Group have agreed


 


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


 


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


 


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


 


The
parties agree


 


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


 


1          Definitions and interpretation


 


1.1                               Definitions


 


In this Agreement the following terms have the following meanings:


 


Agreement means this
agreement including all Service Schedules.


 


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


 


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


 


Claim has the
meaning given in the Demerger Deed.


 


5

















 


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


 


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


 


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


 


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


 


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


 


defaulting Third Party service provider
is defined in clause 12.3.


 


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


 


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


 


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


 


Excluded Information
means information:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


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


 


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


 


1.2                               Interpretation


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.3                               Precedence of documents


 


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


 


1.4                               Beneficial interest


 


(a)                                                CSR
and RGL acknowledge and agree that:


 


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


 


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


 


9

















 


otherwise
complies with its rights and obligations under this Agreement;


 


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


 


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


 


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


 


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


 


2                                         Term


 


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


 


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


 


3              Provision of Services


 


(a)                                  With
effect from the Commencement Date, each Supplier will supply, or procure the
supply of, the Services for the Initial


 


10

















 


Period (and
for the Extension Period if applicable pursuant to clause 2(b)) to the relevant
Recipient in accordance with this Agreement and each Service’s specific Service
Schedule.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4              RGL Group’s and CSR Group’s obligations


 


4.1            RGL Group’s responsibilities


 


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


 


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


 


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


 


11

















 


 


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


 


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


 


4.2            CSR Group’s responsibilities


 


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


 


(b)                                 CSR
must ensure that each CSR Group Member


 


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


 


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


 


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


 


5              Variation of and additional Services


 


5.1            Additional Services


 


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


 


5.2            Variation request


 


Any Party may
request a Variation to the Services.


 


12

















 


5.3            No obligation to vary


 


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


 


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


 


5.4            Variations to IT infrastructure and
Service delivery


 


If:


 


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


 


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


 


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


 


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


 


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


 


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


 


6              [This
part has been deleted]


 


7              Sub-contracting


 


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


 


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


 


8              Payment


 


8.1               Charges


 


Unless
otherwise agreed by the relevant Supplier and Recipient:


 


13

















 


 


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


 


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


 


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


 


8.2               Invoicing and payment


 


Unless
otherwise specified in a Service Schedule:


 


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


 


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


 


8.3               Adjustment to Charges


 


Unless otherwise specified in a Service Schedule:


 


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


 


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


 


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


 


8.4               Disputed Charges


 


(a)                                  A
Party may withhold payment of any Charge which is invoiced to it and which it
disputes in good faith. However,


 


14

















 


the failure by
a Party to withhold such payment does not prejudice the right of the Party to
dispute the Charge.


 


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


 


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


 


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


 


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


 


9              Dispute Resolution


 


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


 


10           Confidentiality and disclosure of
information


 


10.1             Confidentiality


 


Each Party must:


 


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


 


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


 


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


 


15

















 


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


 


10.2             Permitted disclosure


 


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


 


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


 


(b)                                 if
required to by:


 


(1)          law;


 


(2)          a
Government Agency; or


 


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


 


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


 


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


 


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


 


10.3             Third party disclosure


 


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


 


16

















 


10.4             Return or destruction of Confidential
Information


 


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


 


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


 


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


 


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


 


10.5             No obligation to provide Confidential
Information


 


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


 


10.6             Privacy


 


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


 


10.7             Survival of clause


 


Clause 10 will
survive the termination of this Agreement.


 


11           No warranties


 


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


 


17

















 


 


12           Limitation of liability


 


12.1             Limitation of liability


 


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


 


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


 


(c)                                  A
Party is not liable for any:


 


(1)          loss
of revenues;


 


(2)          loss
of reputation;


 


(3)          loss
of profits;


 


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


 


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


 


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


 


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


 


12.2             Trade Practices Act


 


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


 


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


 


(A)      replacing
the goods or supplying equivalent goods;


 


(B)        repairing
the goods;


 


18

















 


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


 


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


 


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


 


(A)      supplying
the services again; and


 


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


 


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


 


12.3             Right of recovery against a third party


 


(a)                                  Where:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


19

















 


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


 


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


 


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


 


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


 


12.4             Force Majeure


 


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


 


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


 


(1)          the
event;


 


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


 


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


 


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


 


(c)                                  If
the Force Majeure Event continues or is reasonably likely to continue for more
than 90 days and the affected Parties have during that period been unable to
agree upon a course of 


 


20

















 


action to work
around the Force Majeure Event, then any affected Party may by written notice
to the other Party, terminate the affected Service or Service Schedules (as is
applicable).


 


12.5             Insurance


 


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


 


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


 


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


 


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


 


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


 


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


 


13           Copyright and CSR Trade Mark Licence


 


13.1             Copyright Licences


 


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


 


(b)                                 In
consideration of the CSR Group Members agreeing to grant the licence to the RGL
Group Members in clause 13.1(a), on and from the Commencement Date the RGL
Group members grant each CSR Group Member an irrevocable, perpetual,
royalty-free and other consideration-free, non-exclusive, non- transferrable
licence to exercise all copyright rights in all works and other subject matter
(other than software) in which copyright subsists immediately prior to the
Commencement


 


21

















 


Date which
relates to or is required by that party for the operation of its business, to
the extent that a RGL Group Member is entitled to grant such rights, whether as
owner of such rights or as licensee of such rights, for the period it is
entitled to grant such rights.


 


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


 


13.2             Trade Mark Licences


 


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


 


(b)                                 RGL
agrees that:


 


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


 


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


 


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


 


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


 


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


 


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


 


22

















 


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


 


14           Assistance on cessation


 


14.1             Principles of cessation


 


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


 


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


 


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


 


14.2             Grant of licence


 


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


 


15           Termination


 


15.1             Termination Events


 


It is a Termination Event if:


 


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


 


(b)                                 a
Party suspends payment of its debts generally, is or becomes unable to pay its
debts when they are due, states that it is unable to pay its debts when they
are due or is or becomes unable to pay its debts within the meaning of the
Corporations Act 2001;


 


23

















 


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


 


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


 


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


 


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


 


15.2             Effect of Termination Event


 


If a Termination Event occurs:


 


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


 


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


 


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


 


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


 


15.3             Termination for convenience


 


(a)                                  Subject
to clause 15.3(b):


 


24

















 


(1)          a
Recipient may terminate a Service or a Service Schedule in whole or in part
(unless the Service Schedule expressly provides otherwise) for convenience upon
not less than 60 days (or such other period expressly provided in the Service
Schedule) prior written notice to the relevant Supplier; and


 


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


 


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


 


15.4             Termination of a Service Schedule


 


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


 


15.5             Termination where scheme of
arrangement or change of control


 


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


 


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


 


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


 


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


 


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


 


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


 


25

















 


16           General


 


16.1             Notices


 


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


 


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


 


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


 


	
  Address:

  	
   

  	
  CSR Limited

  Level 1, 9 Help Street,

  Chatswood  NSW  2067

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  +61 2 9235
  8055; and

  



 


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


 


	
  Address:

  	
   

  	
  Rinker Group
  Limited

  Level 1, 9 Help Street,

  Chatswood  NSW  2067

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Company
  Secretary

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  +61 2 9412
  6666,

  



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


26

















 


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


 


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


 


16.2             Governing law and jurisdiction


 


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


 


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


 


16.3             Further assurances


 


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


 


16.4             Variation


 


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


 


16.5             Merger


 


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


 


16.6             Assignment


 


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


 


16.7             Consents


 


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


 


16.8             Waivers


 


(a)                                  Waiver of any right
arising from a breach of this Agreement or of any right, power, authority,
discretion or remedy arising


 


27

















 


upon default
under this deed must be in writing and signed by the Party granting the waiver.


 


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


 


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


 


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


 


does not result
in a waiver of that right, power, authority, discretion or remedy.


 


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


 


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


 


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


 


16.9             Costs and expenses


 


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


 


(b)                                 RGL will:


 


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


 


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


 


16.10          No representation or reliance


 


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


 


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


 


28

















 


16.11          Entire Agreement


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)                                  negligence;
and


 


(4)                                  section
52 of the Trade Practices Act.


 


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


 


16.12          Cumulative rights


 


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


 


16.13          Prohibition and enforceability


 


(a)                                  Any
provision of, or the application of any provision of, this Agreement or any
right, power, authority, discretion or


 


29

















 


remedy which
is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to
the extent of that prohibition.


 


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


 


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


 


16.14          To the extent not excluded by law


 


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


 


17           GST


 


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


 


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


 


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


 


30

















 


Executed
as an agreement:


 


 


	
  Signed for CSR
  Limited

  
	
  by its
  representative in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Graham
  Hughes

  	
   

  	
  /s/ Warren
  Saxelby

  
	
  Witness

  	
   

  	
  Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GRAHAM
  HUGHES

  	
   

  	
  WARREN
  SAXELBY

  
	
  Name (please
  print)

  	
   

  	
  Name (please
  print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed for
  Rinker Group Limited

  by its representative in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Graham
  Hughes

  	
   

  	
  /s/
  [ILLEGIBLE]

  
	
  Witnesses

  	
   

  	
  Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GRAHAM
  HUGHES

  	
   

  	
   

  
	
  Name (please
  print)

  	
   

  	
  Name (please
  print)

  



 


31

















 


Schedule 1 – Agreed Service Schedule


 


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


 


32

















 


1             CSR BSC: Processing of AP invoices for
RGL


 


Service to be provided


 


Data Capture for Accounts Payable Invoices


 


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


 


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


 


•                          Sorting all invoices into appropriate IXOS
queue


 


•                          Imaging all invoices to appropriate IXOS
queue


 


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


 


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


 


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


 


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


 


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


 


Term


 


Initial
Period 01/04/03 – 30/09/03


 


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


 


Charges


 


Fees
will be calculated on the following basis:


 


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


•                 $0.50 per invoices returned to suppliers


 


33

















 


RGL Resources


 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


34

















 


2             CSR BSC: Gateway Transmissions to
Westpac


 


Service to be provided


 


Biztalk/Gateway Transmissions to Westpac


 


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


 


Term


 


Initial
Period 01/04/03 – 30/06/03


 


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


 


Charges


 


Fees will be calculated on the following basis:


 


•                                                                       $2000 per month


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


35

















 


3              CSR BSC: Leaseplan administration


 


Service to be provided


 


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


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


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


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


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


Term


 


Initial Period: 01/04/03 – 30/06/03


 


Extension Period: 01/07/03 – 30/09/03


 


Charges


 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


36

















 


4              CSR HR: BSC CHRIS system


 


Service to be provided


 


CHRIS HR / Payroll System


 


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


 


•      Maintenance
and routine development of the CHRIS software.


•      Maintenance
of CHRIS system security.


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


•      Electronic
data reporting to state WorkCover authorities.


•                 Major system development work (including any
dataloads to a

successor system) are excluded. These may be negotiated with

payment of an additional fee.


Term


Initial
Period 01/04/03 – 31/03/04


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


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


Charges


 


Fees
will be calculated on the following basis:


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


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


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


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


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


•      $20.00
per annum per WebChris user account


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


37

















 


5              CSR HR: Transitional support services


 


Service to be provided


 


HR Support Services


 


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


 


•      Salary
Review process Management


•      STI
Scheme Management


•      Statutory
Reporting


•      Expatriate
and Secondee Administration


 


Term


 


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


 


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


 


Charges


 


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


 


Contract Managers


 


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


 


38

















 


6                                         CSR HR: Share and Option Plans


 


Service to be provided


 


Share and Option Plans


 


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


 


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


•                          Communications
to share and option holders when necessary.


•                          Disposal
and transfer of shares/options.


•                          Complying
with legislative requirements.


•                          Dividend
distributions.


•                          Liaising
with Share Registry.


•                          Responding
to general enquiries.


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


 


Training
in processes:


 


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


Term


 


Initial
Period 01/04/03 – 31/03/04


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


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


 


Charges


 


Fees
will be calculated on the following basis:


 


$
5,500.00 per month


 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


39

















 


7                                         CSR HR: Vehicle Administration


 


Service to be provided


 


Vehicle
administration - RMH owned and Novated


 


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


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


•                  Process sales to employees and sale of
surplus vehicles


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


•                  Process infringements and manage those that
go to court


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


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


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


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


•                  Maintain Vehicle Management website.


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


 


Training
in processes:


 


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


Term


 


Initial
Period 01/04/03 – 30/6/03


 


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


 


40

















 


Charges


 


Fees will be calculated on the following basis:


 


$7,500 per month


 


RGL Resources


 


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


 


Contract Managers


 


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


 


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


 


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


 


41

















 


8                                         CSR HR: CHRIS system – Workers’ Compensation


 


Service to be provided


 


CHRIS Workers’ Compensation System


 


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


 


•                  Maintenance and routine development of the
CHRIS software.


•                  Maintenance of CHRIS system security.


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


•                  Electronic data reporting to state Workcover
authorities.


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


 


Term


 


Initial
Period 01/04/03 – 31/03/04


 


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


 


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


 


Charges


 


Fees
will be calculated on the following basis:


 


$
6,500.00 per month.


 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


Peter
Moss / Jon Hanlon will manage the CHRIS Workers’ Compensation service provided
by CSR. Fleur Dooley / Helen Jones will be responsible for ordering and
reviewing service delivery on behalf of RGL.


 


42

















 


9                                         CSR Workers Compensation: administration assistance
Yarraville.


 


Service to be provided


 


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


 


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


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


 


Term


 


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


 


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


 


Charges


 


Fees
will be calculated on the following basis:


 


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


 


RGL resources


 


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


 


Contract Managers


 


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


 


43

















 


10                                  CSR Workers Compensation:  Claims Advisor Queensland


 


Service to be provided


 


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


 


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


 


Term


 


Initial
Period: 01/04/03 – ongoing


 


Charges


 


Fees
will be calculated on the following basis:


 


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


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


 


Review meetings


 


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


 


Contract Managers


 


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


 


44

















 


11                                  CSR Procurement: Telstra Contract Negotiations


 


Service to be provided


 


Telstra
Demerger Contract Negotiations and Contract Drafting


 


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


 


•                  Provide commercial negotiation leadership.


•                  Facilitate all contract meetings with
Telstra.


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


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


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


 


Term


 


Initial
Period 01/04/03 – 30/6/03


 


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


 


Charges


 


Fees
will be calculated on the following basis:


 


•                  $100 per hour


 


RGL Resources


 


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


 


Reviews/Meetings


 


Meetings
will be held between contract managers when required.


 


Contract Managers


 


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


 


45

















 


12                                  CSR FRG: Transitional accounting and reporting
assistance


 


Service to be provided


 


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


 


1.               Produce Yem03 RGL statutory Australian
accounts


 


2.               Produce YemO3 RGL 20F


 


3.               Attendance and participation at Yem03 BAC


 


4.               Assistance with establishing GRS on Rinker
computer systems


 


5.               Produce Yem03 BAC papers


 


6.               Provide requested historical files (hardcopy
and softcopy)


 


7.               Accounting standards and international
harmonization assistance.


 


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


 


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


 


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


 


11.         Assistance with RGL Corporate Accounting set up and processes


 


12.         Assistance with TEASME


 


13.         Miscellaneous reporting requirements set up and processes


 


14.         Assistance with compilation of Bureau of Statistics returns


 


15.         Assistance with ASX/ASIC liaison


 


16.         Assistance with compilation of BAS statements


 


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


 


18.         Assistance with PSA filings


 


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


 


20.         Management Reporting advice, set up and processes


 


Term


 


Initial
Period 01/04/03 – 31/03/04


 


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


 


46

















 


Charges


 


Fees will be calculated on the following basis:


 


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


 


•                          Out of
pocket expenses as agreed by the contract managers


 


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


 


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


 


RGL Resources


 


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


 


Contract Managers


 


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


 


47

















 


13                                  CSR Taxation: Cross training in tax
processes


 


Service to be
provided


 


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


 


Term


 


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


 


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


 


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


 


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


 


Charges


 


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


 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


CSR:  Peter McGuigan


 


RGL:  Kamlesh Davé


 


48

















 


14           CSR Treasury: Treasury services


 


Service to be provided


 


Completion of initial implementation of Integra T
system for RGL


 


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


 


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


 


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


 


Consulting on Integra T system use


 


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


 


Consulting on Treasury matters


 


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


 


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


 


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


 


Assistance in establishing Treasury Policies for RGL


 


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


 


49

















 


Term


 


Initial Period 01/04/03 – 30/09/03


 


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


 


Charges


 


Fees will be calculated on the following basis:


 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


50

















 


15           CSR Treasury: Vehicle Finance support


 


Service to be provided


 


Accounting administration


 


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


 


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

from Jane Thomas


 


•      Organise
payment to Asset Capital for administration work


 


Cashflows


 


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

from all sources.


 


Term


 


Initial Period 01/04/03 – 30/6/03


 


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


 


Charges


 


Fees will be calculated on the following basis:


 


•      $500 per month for CSR Treasury
administration services


 


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


 


Contract Managers


 


CSR: Grant Helm


 


RGL: Michael Larkin


 


51

















 


16           CSR Strategy: Advice


 


Service to be provided


 


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


 


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


 


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


 


Term


 


Initial Period: 1/4/03 – 31/3/04


 


Charges


 


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


 


Reviews/Meetings (Optional)


 


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


 


Contract Managers


 


CSR: Tony Carlton


 


RGL: David Berger


 


52

















 


17           CSR Property: Rent 9 Help Street
Chatswood


 


Service to be provided


 


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


 


Term


 


Initial Period 01/04/03 - 1/05/03


 


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


 


Charges


 


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


 


	
   

  	
   

  	
   

  	
   

  	
  Per month:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rental

  	
   

  	
  $

  	
  310 

  	
   per sqm per annum

  	
   

  	
  15,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Outgoings

  	
   

  	
  $

  	
  72 

  	
   per sqm per annum

  	
   

  	
  3,600

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carparking: 20 spaces

  	
   

  	
  $

  	
  218 

  	
   per space per month

  	
   

  	
  4,360

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Building services

  	
   

  	
  $

  	
  83 

  	
   per sqm per annum

  	
   

  	
  4,150

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total rental per month

  	
   

  	
   

  	
   

  	
  27,610

  	
   

  



 


Contract Managers


 


CSR: Andrew MacKenzie


 


RGL: Trevor Schmitt


 


53

















 


18           Corporate functions other


 


Service to be provided


 


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


 


Term


 


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


 


Charges


 


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


 


Contract Managers


 


To
be appointed for each corporate function, but initially:


 


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


 


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


 


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


 


54

















 


19           CSR BIS: Tier 1 Help Desk


 


Service to be provided


 


Tier I Information Technology Help Desk


 


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


 


•              Tier
I Help Desk Call Management


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


•              Level
One call resolution


•              End
user follow up until closure of case.


 


Term


 


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


 


Extension
Period: November 2003 – January 1, 2004


 


Charges


 


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


 


	
  Team

  	
   

  	
  YEM 04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Helpdesk - CSR rechg

  	
   

  	
  $

  	
  85,500    

  	
   

  	
  Vic

  	
   

  	
  $

  	
  5,400

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  recharge price

  	
   

  	
   

  	
   

  	
  Qld

  	
   

  	
  $

  	
  7,700

  	
   

  	
  $

  	
  7,700

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $ 25.0

  	
   

  	
   

  	
   

  	
  NT & SA

  	
   

  	
  $

  	
  3,000

  	
   

  	
  $

  	
  3,000

  	
   

  	
  $

  	
  3,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA

  	
   

  	
  $

  	
  3,300

  	
   

  	
  $

  	
  3,300

  	
   

  	
  $

  	
  3,300

  	
   

  	
  $

  	
  3,300

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT & Tas

  	
   

  	
  $

  	
  700

  	
   

  	
  $

  	
  700

  	
   

  	
  $

  	
  700

  	
   

  	
  $

  	
  700

  	
   

  	
  $

  	
  700

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  6,000

  	
   

  	
  $

  	
  3,000

  	
   

  
																												



 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


55

















 


20           CSR BIS: PC and Desktop Support


 


Service to be provided


 


PC and Desktop Support Services


 


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


 


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


 


Term


 


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


 


Extension
Period: November 2003  January 1, 2004


 


Charges


 


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


 


Desktop
PC $85 per mm


Laptop
PC $125 per mth


Winterm
$52.50 per mth


Networked
printer $37.50 per mth


 


	
   

  	
   

  	
  YEM 04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Desktop - CSR rechg

  	
   

  	
  $

  	
  345,370

  	
   

  	
  Vic

  	
   

  	
  $

  	
  19,993

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Qld

  	
   

  	
  $

  	
  29,298

  	
   

  	
  $

  	
  29,298

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NT & SA

  	
   

  	
  $

  	
  10,108

  	
   

  	
  $

  	
  10,108

  	
   

  	
  $

  	
  10,108

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA

  	
   

  	
  $

  	
  13,665

  	
   

  	
  $

  	
  13,665

  	
   

  	
  $

  	
  13,665

  	
   

  	
  $

  	
  13,665

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT & Tas

  	
   

  	
  $

  	
  2,755

  	
   

  	
  $

  	
  2,755

  	
   

  	
  $

  	
  2,755

  	
   

  	
  $

  	
  2,755

  	
   

  	
  $

  	
  2,755

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  25,850

  	
   

  	
  $

  	
  12,925

  	
   

  
																												



 


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


 


56

















 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


57

















 


21           CSR BIS: NT Server Support


 


Service to be provided


 


NT Server Support


 


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


 


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


 


Term


 


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


 


Extension Period: November 2003 – January 1, 2004


 


Charges


 


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


 


	
   

  	
   

  	
  YEM 04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NT Services - CSR rechg

  	
   

  	
  $

  	
  214,434

  	
   

  	
  Vic

  	
   

  	
  $

  	
  13,543
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  recharge
  price

  	
   

  	
   

  	
   

  	
  Qld

  	
   

  	
  $

  	
  19,312

  	
   

  	
  $

  	
  19,312

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $62.7

  	
   

  	
   

  	
   

  	
  NT & SA

  	
   

  	
  $

  	
  7,524

  	
   

  	
  $

  	
  7,524

  	
   

  	
  $

  	
  7,524  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA

  	
   

  	
  $

  	
  8,276

  	
   

  	
  $

  	
  8,276

  	
   

  	
  $

  	
  8,276

  	
   

  	
  $

  	
  8,276

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT & Tas

  	
   

  	
  $

  	
  1,756

  	
   

  	
  $

  	
  1,756

  	
   

  	
  $

  	
  1,756

  	
   

  	
  $

  	
  1,756

  	
   

  	
  $

  	
  1,756

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  15,048

  	
   

  	
  $

  	
  7,524

  
																												



 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


58

















 


22           CSR BIS: Email


 


Service to be provided


 


Email Services


 


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


 


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


 


Term


 


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


 


Extension
Period: November 2003 – January 1, 2004


 


Charges


 


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


 


	
  Team

  	
   

  	
  YEM 04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email - CSR rechg

  	
   

  	
  $

  	
  88.920

  	
   

  	
  Vic

  	
   

  	
  $

  	
  5,616  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  recharge
  price

  	
   

  	
   

  	
   

  	
  Qld

  	
   

  	
  $

  	
  8,008

  	
   

  	
  $

  	
  8,008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $26.0

  	
   

  	
   

  	
   

  	
  NT & SA

  	
   

  	
  $

  	
  3,120

  	
   

  	
  $

  	
  3,120

  	
   

  	
  $

  	
  3,120

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA

  	
   

  	
  $

  	
  3,432

  	
   

  	
  $

  	
  3,432

  	
   

  	
  $

  	
  3,432

  	
   

  	
  $

  	
  3,432

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT & Tas

  	
   

  	
  $

  	
  728

  	
   

  	
  $

  	
  728

  	
   

  	
  $

  	
  728

  	
   

  	
  $

  	
  728

  	
   

  	
  $

  	
  728

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  6,240

  	
   

  	
  $

  	
  3,120

  
																												



 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


59

















 


23           CSR BIS: Wide Area Network Support


 


Service to be provided


 


Wide Area Network (WAN) Support Services


 


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


 


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


 


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


 


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


 


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


 


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


 


•                       Telstra site costs for connection to the CSR
WAN


 


•                       Telstra site costs for connection to TPIPs


 


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


 


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


 


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


 


•                       the Telstra DDS account


 


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


 


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


 


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


 


•                       the Marconi MDX maintenance contract


 


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


 


•                       dialconnect ports / links


 


60

















 


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


 


•                       the cost of
the link to Taiwan


 


Term


 


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


 


Extension Period: November 2003 - January 1, 2004


 


Charges


 


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


 


	
   

  	
   

  	
  YEM 04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  	
  Nov

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WAN/LAN-CSR rechg

  	
   

  	
  $

  	
  101,838

  	
   

  	
  Vic CSR

  	
   

  	
  $

  	
   3,280

  	
   

  	
  $

  	
   3,280

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Qld CSR

  	
   

  	
  $

  	
   6,489

  	
   

  	
  $

  	
   6,489

  	
   

  	
  $

  	
   6,489

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NT & SA CSR

  	
   

  	
  $

  	
   2,250

  	
   

  	
  $

  	
   2,250

  	
   

  	
  $

  	
  2,250

  	
   

  	
  $

  	
   2,250

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA CSR

  	
   

  	
  $

  	
   4,111

  	
   

  	
  $

  	
   4,111

  	
   

  	
  $

  	
  4,111

  	
   

  	
  $

  	
   4,111

  	
   

  	
  $

  	
   4,111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT & Tas CSR

  	
   

  	
  $

  	
   837

  	
   

  	
  $

  	
   837

  	
   

  	
  $

  	
   837

  	
   

  	
  $

  	
   837

  	
   

  	
  $

  	
   837

  	
   

  	
  $

  	
   837

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW CSR

  	
   

  	
  $

  	
   5,155

  	
   

  	
  $

  	
   5,155

  	
   

  	
  $

  	
   5,155

  	
   

  	
  $

  	
   5,155

  	
   

  	
  $

  	
   5,155

  	
   

  	
  $

  	
   5,155

  	
   

  	
  $

  	
   5,155

  	
   

  	
  $

  	
   5,155

  	
   

  
																															



 


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


 


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


 


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


 




	
  TPIPs
  project people costs

  	
   

  	
  $

  	
  80,000

  






 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


61

















 


24           CSR BIS: E-Commerce


 


Service to be provided


 


E-Commerce


 


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


 


•                   Employee Internet Access and Filtering


 


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


 


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


 


Term


 


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


 


Extension
Period: November 2003 – January 1, 2004


 


Charges


 


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


 


	
  Team

  	
   

  	
  YEM 04 Cost

  	
   

  	
   

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Intranet CSR rechg

  	
   

  	
  $

  	
  27,360

  	
   

  	
  Vic

  	
   

  	
  $

  	
   1,728

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  recharge price

  	
   

  	
   

  	
   

  	
  Qld

  	
   

  	
  $

  	
   2,464

  	
   

  	
  $

  	
   2,464

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $3.0

  	
   

  	
   

  	
   

  	
  NT & SA

  	
   

  	
  $

  	
   960

  	
   

  	
  $

  	
   960

  	
   

  	
  $

  	
   960

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WA

  	
   

  	
  $

  	
   1,056

  	
   

  	
  $

  	
   1,056

  	
   

  	
  $

  	
   1,056

  	
   

  	
  $

  	
   1,056

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACT & Tas

  	
   

  	
  $

  	
   224

  	
   

  	
  $

  	
   224

  	
   

  	
  $

  	
   224

  	
   

  	
  $

  	
   224

  	
   

  	
  $

  	
   224

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NSW

  	
   

  	
  $

  	
   1,920

  	
   

  	
  $

  	
   1,920

  	
   

  	
  $

  	
   1,920

  	
   

  	
  $

  	
   1,920

  	
   

  	
  $

  	
   1,920

  	
   

  	
  $

  	
   1,920

  	
   

  	
  $

  	
   1,960

  	
   

  
																												



 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


62

















 


25           CSR BIS: Voice Services


 


Service to be provided


 


Voice Services


 


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


 


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


 


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


 


Term


 


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


 


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


 


Charges


 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


63

















 


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


 


Service to be provided


 


SAP Support


 


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


 


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


 


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


 


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


 


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


 


Term


 


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


 


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


 


Charges


 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


64

















 


27           CSR BIS: Miscellaneous Applications
Support


 


Service to be provided


 


Miscellaneous Software Support


 


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


 


•              Lotus Notes software support


 


•              Promix Asia data centre support


 


•              Promix Asia applications support
(25% 1 FTE)


 


•              CHRIS data centre support


 


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


 


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


 


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


 


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


 


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


 


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


 


Term


 


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


 


Extension Period: September 30, 2004


 


65

















 


Charges


 


Fees will be calculated on the following basis:


 


	
   

  	
   

  	
  Monthly Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lotus support - S Stam

  	
   

  	
  $

  	
  8,400

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Promix Asia DC support

  	
   

  	
  $

  	
  3,500

  	
   

  	
  Includes Hardware, People
  and Licensing

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHRIS data centre

  	
   

  	
  $

  	
  4,600

  	
   

  	
  Supports # of Users and
  Hardware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Promix app supp 25% 1 FTE

  	
   

  	
  $

  	
  2,083

  	
   

  	
  Applications Support

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VAX - Command

  	
   

  	
  N/C

  	
   

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

  



 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


66

















 


28           CSR BIS: Miscellaneous Support


 


Service to be provided


 


Miscellaneous support


 


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


 


Term


 


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


 


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


 


Charges


 


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


 


Reviews/Meetings


 


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


 


Contract Managers


 


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


 


67

















 


Schedule 2 – Agreed Service Schedule


 


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


 


68