1. During the Term the Company will install at no cost to the Grantor a Media Player and a P.A. system if required. (“the Equipment”) sufficient to broadcast the Program and will thereafter promote the business of the Grantor in accordance with the terms of this agreement.
  2. In consideration of the Grantor supplying the Company with information as to its business activities at or prior to the signing of this agreement the Company will maintain the Equipment and throughout the term of this agreement will display thereon a digital graphic presentation of the business of the Grantor including sponsors’ support (“the programme”) at no cost to the Grantor.
  3. In consideration of the Company supplying the equipment and the programme the Grantor agrees to transmit the programme at all times/during all hours for which the Grantor shall be open for business (delete as appropriate).
  4. The Media Player and P.A. system and all ancillary equipment (together called the “Equipment”) installed by the company shall at all times remain the property of the Company.
  5. The Programme shall be broadcast advertising the business of sponsors selected by the Company and agreed with the Grantor the business of such sponsors to be non-competitive with that of the Grantor-and the form and content of the advertisements to be agreed in advance with the Grantor-and shall include at no charge a broadcast in respect of the Grantor’s business (“the Grantor’s Preferred Adverts”).
  6. The Grantors Programme will be tailor made for a maximum of seven and a half minutes.
  7. The Company shall maintain the equipment at no costs to the Grantor.
  8. The Company shall install and maintain the communications at no cost to the Grantor.
  9. The Grantor shall allow access to the company and its authorized representatives to enter the Grantors business premises at all times during normal trading hours for the purpose of inspecting, servicing, maintaining and repairing the equipment.
  10. The rights granted by the Grantor to the Company for the programme are given solely and exclusively for the benefits of the company.
  11. The Grantor will provide the Company with a letter on the grantors company letterhead paper stating Plasma Tech Digital Solutions are acting on a legitimate basis with the Grantor to approach local Businesses to seek sponsorship of the Programme.
  12. The Company will provide the Grantor with 5% of all Advertising Revenue.
    1. The Company will on each payment day pay the Grantor a sum equal to five percent (5%) (“The Commission payment”) of gross advertising revenue (“Qualifying Revenue”) received by the company in each Accounting Period. Documentation of which will be available for inspection by the Grantor.
    2. For the purpose of this agreement:-
      1. The first accounting period shall be the period of 12 months starting with the date of installation of the equipment in the premises of the Grantor; the accounting period shall thereafter mean each period of twelve months starting at the end of the first accounting period.
      2. “Payment Day” shall mean the day falling seven days from the receipt by the Company of the commission invoice.
    3. The Company will send a statement of Qualifying Revenue received in each Accounting Period to the Grantor within one calendar month of the end of each Accounting Period.
    4. The Grantor shall raise an invoice (“the Commission Invoice”) for 5% of the Qualifying Revenue and send the same to the Company.
  13. The Company shall pay an invoice (inclusive GST if demanded) for the Commission Payment within seven days of receipt from the Grantor of the Commission Invoice.
  14. Each of the parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided for in this agreement.
  15. This agreement contains the whole agreement between the parties in respect of the provision and transmission of the programme and supersedes any prior written or oral agreement between them relating to it and the parties confirm that they have not entered into this agreement on the basis of any representations that are not expressly incorporated in this agreement.
  16. If the Company shall fail to secure sufficient sponsorship for the programme in a particular store, the installation of Plasma Tech Digital Solutions products will not take place.
  17. This agreement shall be for a term of three years from the date hereof (the Term) and shall continue thereafter for successive terms of each three years until terminated by no less than twelve months notice in writing served prior to the second anniversary of each Term.
  18. Neither party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any of its rights or obligations hereunder without the prior written approval of the other.
  19. Neither party shall have any liability or be deemed to be in breech of this agreement for any delays or failures in performance of this agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay in or failure in performance and when they cease to do so.
  20. The validity, construction and performance of this agreement shall be governed by the Laws of Australia. Any dispute arising under or in connection with this agreement shall be subject to the non-exclusive jurisdiction of the Australian courts to which the parties to this agreement hereby submit.
  21. Any notice to be given under this agreement shall be in writing and shall be sent by first class record delivery mail to the address of the relevant party set out in this agreement or to such other address as that party shall from time to time notify to the other party in accordance with this clause. Such Notice shall be treated as being served on the day of receipt by the addressee.
  22. Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall be Brisbane, Australia .The language of the arbitration shall be English.
  23. Plasma-tech Digital Solutions (Aust) Pty Ltd will organize and pay all royalties and music licenses to play copyright music in a public place and for any background music services provided with the Captivate Radio System.