Common use of Expert Clause in Contracts

Expert. Subject to Clause 16.1, where any matter may be referred to an expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person: (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring the appointment of an expert then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being of the Engineers Australia – Queensland Division; and (iii) in any other case, by the President for the time being of the Queensland Law Society Incorporated; (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) shall be borne by the Parties in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed by the Parties). Any determination made by an expert must be consistent with the provisions of this Agreement.

Expert. Subject to Clause 16.123, where any matter may be referred to an expert pursuant to Clause 11.2 18.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person: (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring the appointment of an expert then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being of the Engineers Australia – Queensland Division; and (iii) in any other case, by the President for the time being of the Queensland Law Society Incorporated; (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) shall be borne by the Parties in equal shares shares, with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed by the Parties). Any determination made by an expert must be consistent with the provisions of this Agreement.

Expert. Subject to Clause 16.1clause 36.1, where any matter may be referred to an expert (Expert) pursuant to Clause 11.2 clause 28.2(d), or is expressly required by this Agreement to be referred to an expert Expert, then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person: (a) who is an Expert must be appointed by agreement between the Parties, or in default of such appointment within ten (10) 10 Business Days after either Party giving notice in writing of the requirement or right (as applicable) to refer the other Party requiring the appointment of matter to an expert Expert, then that person is to be nominated at either Party’s request by:by:‌ (i) if the Parties agree that the Dispute is of purely of: (A) a financial or accounting nature; or (B) a technical nature, the President (for the time being being) of CPA the Resolution Institute in Australia; or (ii) in any other case, the President (for the time being) of the Queensland Law Society Inc; (b) if the Expert is to be nominated by a person referred to in clause 28.3(a) and that person declines to nominate a person as the Expert but provides a list of people that could be appointed as the Expert, then:‌ (i) the first person specified in that list will be taken to be nominated as the Expert; (ii) if the Parties agree first person specified in that list does not accept the Dispute is of a non-financial natureappointment as the Expert, then the President for next person specified in that list will be taken to be nominated as the time being of the Engineers Australia – Queensland DivisionExpert; andand‌ (iii) the process specified in any other case, by the President for the time being of the Queensland Law Society Incorporated; (bclause 28.3(b)(ii) who has appropriate qualifications and practical experience having regard will apply to the nature of next and each subsequent person specified in that list until a person that is taken to be nominated as the DisputeExpert accepts the appointment as the Expert; (c) who has no interest or duty which conflicts or may conflict with his function subject to clause 28.3(b), if the Expert is to be nominated by a person referred to in clause 28.3(a) and the person nominated as expertthe Expert does not accept appointment as the Expert, he being required then an alternative person is to fully disclose any such interest or duty be nominated as the Expert at either Party’s request by written notice the same person referred to the Parties before his appointmentin clause 28.3(a); (d) who if the Expert is not an employee to be nominated by a person referred to in clause 28.3(a) the Parties must comply with, and do all things necessary to satisfy and to give effect to, the reasonable requirements of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions person (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information providing relevant indemnities and data with respect to the matter submitted by the Parties paying any charges or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; fees (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him which charges or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) shall fees will be borne by the Parties in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed equally by the Parties). Any determination made by an expert ) that must be consistent satisfied or complied with the provisions as a condition of this Agreement.that person agreeing to nominate an Expert;

Expert. Subject to Clause 16.1clause 32.1, where any matter may be referred to an expert (Expert) pursuant to Clause 11.2 clause 24.2(d), or is expressly required by this Agreement to be referred to an expert Expert, then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person: (a) who is an Expert must be appointed by agreement between the Parties, or in default of such appointment within ten (10) 10 Business Days after either Party giving notice in writing of the requirement or right (as applicable) to refer the other Party requiring the appointment of matter to an expert Expert, then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of purely of: (A) a financial or accounting nature; or (B) a technical nature, the President (for the time being being) of CPA the Resolution Institute in Australia; or (ii) in any other case, the President (for the time being) of the Queensland Law Society Inc; (b) if the Expert is to be nominated by a person referred to in clause 24.3(a) and that person declines to nominate a person as the Expert but provides a list of people that could be appointed as the Expert, then: (i) the first person specified in that list will be taken to be nominated as the Expert; (ii) if the Parties agree first person specified in that list does not accept the Dispute is of a non-financial natureappointment as the Expert, then the President for next person specified in that list will be taken to be nominated as the time being of the Engineers Australia – Queensland DivisionExpert; and (iii) the process specified in any other case, by the President for the time being of the Queensland Law Society Incorporated; (bclause 24.3(b)(ii) who has appropriate qualifications and practical experience having regard will apply to the nature of next and each subsequent person specified in that list until a person that is taken to be nominated as the DisputeExpert accepts the appointment as the Expert; (c) who has no interest or duty which conflicts or may conflict with his function subject to clause 24.3(b), if the Expert is to be nominated by a person referred to in clause 24.3(a) and the person nominated as expertthe Expert does not accept appointment as the Expert, he being required then an alternative person is to fully disclose any such interest or duty be nominated as the Expert at either Party’s request by written notice the same person referred to the Parties before his appointmentin clause 24.3(a); (d) who if the Expert is not an employee to be nominated by a person referred to in clause 24.3(a) the Parties must comply with, and do all things necessary to satisfy and to give effect to, the reasonable requirements of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions person (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information providing relevant indemnities and data with respect to the matter submitted by the Parties paying any charges or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; fees (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him which charges or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) shall fees will be borne by the Parties in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed equally by the Parties). Any determination made by an expert ) that must be consistent satisfied or complied with the provisions as a condition of this Agreement.that person agreeing to nominate an Expert;

Expert. Subject to Clause 16.1, where 12.1 Wherever this Agreement provides or the Parties agree that any matter may be referred to an expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, the matter must be referred Expert for determination by a personthe provisions of this clause 12 shall apply. 12.2 A Party seeking the referral of such matter to an Expert shall give notice to the other Party that it wishes an Expert to be appointed and with such notice shall give: (a) who is appointed details of the matter which it proposes shall be resolved by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring the appointment of an expert then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being of the Engineers Australia – Queensland DivisionExpert; and (iiib) in any other case, the proposed terms of reference. 12.3 If within twenty-one (21) days from the service of the said notice the Parties have failed to agree upon the identity of the Expert and/or the terms of reference then the matter may be referred by either Party to the President for the time being of the Queensland Law Society Incorporated;Energy Institute who shall be requested to select the Expert in accordance with this clause and if willing to do so settle the terms of reference of such Expert within thirty (30) days. (b) who has appropriate qualifications 12.4 Upon an Expert being agreed or selected under the foregoing provisions of this clause either Party shall forthwith notify such Expert of his selection and practical experience having regard to the nature of the Dispute; proposed terms of his appointment and shall request him within fourteen (c14) who has no interest or duty which conflicts or may conflict with his function as expert, he being required days to fully disclose any such interest or duty by written notice confirm to the Parties before his appointment; (d) who is whether or not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointmentappointment on the terms proposed. 12.5 If the Expert shall be either unwilling or unable to accept the appointment or shall not have confirmed his willingness and ability to accept such appointment within such period then (unless the Parties are able to agree on the appointment of another Expert) the matter may be referred by either Party to the President of the Energy Institute who shall be requested to make a further selection and the process shall be repeated until an Expert is found who accepts the appointment in accordance with the proposed terms. 12.6 No person shall be appointed to act as the Expert under this Agreement: (a) who at the time of his appointment is a director, office holder or employee of or directly or indirectly retained as a consultant to either of the Parties or an Affiliate of any of them; (fb) who unless he/ she shall have regard the relevant experience and/or training to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to determine the matter submitted by in dispute in accordance with the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy terms of his determination in the form of a report within a reasonable time after his appointment;reference. (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who 12.7 The Expert shall be deemed not to be and an arbitrator but shall act render his determination as an expert and not an arbitrator the provisions of the Arbitration Xxx 0000 (as amended from time to time) and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him such Expert or his determination or the procedures procedure by which he may reach reaches his determination;. (i) whose decision, in 12.8 The determination of the absence of manifest error, Expert shall be final and binding upon the Parties; andParties save in the event of fraud or manifest error. (j) whose costs (and the costs 12.9 Each of any advisers to the expert) shall be borne by the Parties in equal shares with each Party bearing shall bear its own costs of participating in providing all data, information and submissions given by it and the dispute resolution process (unless otherwise agreed costs and expenses of all the counsel, witnesses and employees retained by it but the costs and expenses of the Expert and any independent advisors to the Expert and any costs of his appointment shall be borne equally by the Parties). . 12.10 Any determination and all communications between either Party and the Expert shall be made by an expert must be consistent with in writing and a copy thereof provided simultaneously to the provisions of this Agreementother and no meeting between the Expert and either Party shall take place unless both Parties have a reasonable opportunity to attend any such meeting.

Expert. Subject to Clause 16.1, where any matter may be referred to an expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person: (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring the appointment of an expert then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being of the Engineers Australia – Queensland Division; and (iii) in any other case, by the President for the time being of the Queensland Law Society Incorporated; (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon QR Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) shall be borne by the Parties in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed by the Parties). Any determination made by an expert must be consistent with the provisions of this Agreement.

Expert. Subject to Clause 16.1, where any If the Parties agree that the matter may should be referred to an expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreementresolution, the matter must be referred for determination following procedure shall apply unless otherwise agreed by a personthe Parties: (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to shall notify ("Initial Notice") the other Party requiring of the appointment of an expert then that person is matter it wishes to be nominated at either Party’s request by: (i) if resolved including the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being name of the Engineers Australia – Queensland Division; and (iii) in any other case, by person whom it nominates as the President for the time being of the Queensland Law Society Incorporatedexpert; (b) who has appropriate qualifications and practical experience having regard to the nature recipient of the DisputeInitial Notice shall notify the other Party ("Reply") within 3 days if it does not accept the person so nominated and make a nomination of the person it proposes to be the expert; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to if the Parties before his appointmentare not able to agree on the appointment of the expert within 7 days of the Initial Notice, either Party may request the Chairman of the Australian Institute of Petroleum to appoint a person qualified by education, experience and training in the subject matter in dispute to be the expert; (d) who is not an employee of the End User, expert so appointed shall promptly fix a reasonable time and place for receiving submissions or information from the Parties or from any Operator other persons that the expert may think fit and the expert may make such further enquires and require such other evidence as he or Aurizon Network or of a Related Body Corporate of any of themshe may consider necessary for determining the matter and shall in accordance with this Agreement determine the matter with all due diligence and speed; (e) who the expert shall not be permitted deemed not to act until he has given written notice to both Parties that he is willing and able to accept the appointmentbe an arbitrator but shall render his decision as an expert; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence determination of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the PartiesParties save in the event of fraud, mistake or miscarriage; (g) each Party shall bear the costs and expenses of all counsel, witnesses and employees retained by it but the cost and expenses of the expert shall be apportioned between the Parties in such proportions as the expert shall in the circumstances consider proper; and (jh) whose costs (if an expert appointed has not arrived at a determination within a period of 30 days from the date of appointment, either Party may upon giving notice to the other, terminate the appointment and a new expert shall be appointed and the costs point of any advisers to the expert) shall be borne by the Parties difference determined in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed by the Parties). Any determination made by an expert must be consistent accordance with the provisions of this Agreement.Clause. EXPORT MARKETING AND SHIPPING AGREEMENT

Expert. Subject to Clause 16.1, where Where the Agreement provides that any Dispute or other matter may shall be referred to an expert pursuant to Clause 11.2 Expert or is required by this Agreement to be referred to an expert then except as the Parties otherwise provided for in this Agreement, so agree the matter must be referred for determination by a personfollowing provisions shall apply: (a) who is appointed by The Expert shall be an independent person with relevant experience and willing to act, agreed between the Parties, or in default if not agreed within [ ] days of such appointment within ten (10) Business Days after either Party giving notice a request in writing by either Party, appointed by the Chairman of the International Chamber of Commerce; b) Other than in the case of invoices disputed by Purchaser in accordance with Clause 9.6, for a period of [ ] days after the appointment of the Expert or such other period as the Parties may agree, each Party may make such written submissions as it wishes to the Expert and shall simultaneously provide a copy to the other Party, and at the end of such [ ] day period each Party requiring shall have a period of [ ] days to make counter-submissions to the appointment of an expert then that person is Expert (with a copy to be nominated at either the other Party) in reply to the other Party’s request by: (i) if written submissions made during the Parties agree aforementioned [ ] day period provided that neither Party shall during such [ ] day period make any written counter-submission which purports to reply to, raise or refer to, any new matters not raised or referred to in any submission made during the Dispute is of a financial nature, the President for the time being of CPA Australiaaforementioned [ ] day period; (iic) if At the Parties agree that the Dispute is of a non-financial nature, the President for the time being end of the Engineers Australia – Queensland Division; and (iii) [ ] day period referred to in any other case, by the President for the time being of the Queensland Law Society Incorporated; paragraph (b) who has appropriate qualifications above, and practical experience having regard no later than [] days thereafter, either Party may, with the consent of the Expert and at a time and place decided by the Expert, make an oral presentation to the nature of the Dispute; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made Expert in the presence of the other Party), supporting documentation, information and data with respect Party commenting on or explaining matters previously submitted to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of Expert in writing; d) The Expert shall render his determination in writing within [ ] days of the form completion of a report within a the oral presentation given in accordance with Clause 16.2(c) and give reasonable time after details of the reasons for his appointmentdetermination; (ge) who The decision of the Expert shall be required to undertake to keep confidential all matters coming to his knowledge by reason final and binding on the Parties save in the event of his appointment and performance of his dutiesfraud or manifest error or mistake; (hf) who shall be deemed to be and The Expert shall act as an expert and not as an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determinationarbitrator; (ig) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the The costs of any advisers to the expert) Expert shall be borne as determined by the Parties Expert or, in equal shares with each Party bearing its own costs default of participating in the dispute resolution process (unless otherwise agreed such determination, equally by the Parties). Any determination made by an expert must be consistent with the provisions of this Agreement.

Expert. Subject to Clause 16.1, where any matter may be referred If the Rail Operator refers a Dispute to an expert pursuant to Clause 11.2 Expert in accordance with clause 9.3 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, 9.11 the matter must be referred for determination by a personparties agree that the following procedure shall apply: (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring parties must agree on the appointment of an expert then that Expert from the panel of experts listed in Annexure K within 2 Business Days of the referral; (b) if the parties are unable to agree on the person is to be nominated appointed as the Expert within 2 Business Days after the referral, the Expert will, subject to the Expert's availability, be appointed (with respect to each referral which is the subject of this clause) on a rotating basis commencing at either Party’s request bythe top of the list of the experts listed in Annexure K and working down the list; (c) any Expert appointed pursuant to this clause 9.5 must: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being of the Engineers Australia – Queensland Division; and (iii) in any other case, by the President for the time being of the Queensland Law Society Incorporated; (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has have no interest or duty which conflicts or may conflict with his the function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (dii) who is not be an employee of either of the End User, any Operator or Aurizon Network parties or of a Related Body Corporate related body corporate of any of them;; and (eiii) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (hd) who the determination of a Dispute under this clause 9.5 shall be deemed to be and shall act conducted in accordance with the process set out in this clause 9.5(d) as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination;follows: (i) whose decisionwithin 5 Business Days after the appointment of the Expert, in each party will submit a brief written summary of the absence facts, matters and circumstances relevant to the Dispute (Summaries) to the Expert; (ii) if required by either party, the Expert will meet with the parties within 10 Business Days after the appointment of manifest errorthe Expert, shall be final and binding upon take oral submissions from the Partiesparties relating to the Dispute; (iii) the Expert may make such directions to the parties as the Expert considers appropriate for the just and expeditious resolution of the Dispute, including directions for: (A) the holding and conduct of one or more preliminary conferences; (B) the production by any of the parties of documents or other evidence; and (jC) whose costs the attendance of witnesses for cross examination, and the parties must comply with all such directions; (iv) the parties will require the Expert to determine the Dispute no later than 5 Business Days after the date for submission of Summaries (whether or not they have in fact been submitted) or 5 Business Days after the date upon which oral submissions are taken (whichever is the later date); (v) the Expert must at all times: (A) observe the rules of natural justice but is not required to observe the rules of evidence; and (B) take such steps as the Expert considers are necessary to protect the confidentiality of any documents or other material received by him; (vi) in deciding a Dispute the Expert must take into account: (A) Passenger Priority; (B) RailCorp's legitimate business interests and investment in the Network; (C) RailCorp's, TfNSW's or a Subsidiary Corporation's access and operational requirements for its passenger operations; (D) RailCorp's, TfNSW's or a Subsidiary Corporation's principal objectives as stated in the Transport Administration Act; (E) the operational and technical requirements necessary for the safe and reliable operation of the Network; (F) the binding obligations of RailCorp to Other Rail Operators in relation to the Network; (G) the interests of Other Rail Operators in the use of the Network; and (H) any statements, evidence, submissions or other material received from the parties, and such other material from such other sources as the Expert considers desirable to resolve the Dispute; and (vii) the Expert may only determine: (A) that RailCorp cannot take the action proposed in the Notice of Proposed Action if there was no reasonable basis for RailCorp issuing the Notice; or (B) that RailCorp is entitled to take the action proposed in the Notice of Proposed Action; and is not entitled to determine any action not specified in the Notice of Proposed Action; (e) the Expert may at any time terminate the process (without making a determination) if it thinks that: (i) the notification of the Dispute is vexatious; or (ii) the subject matter of the Dispute is trivial, misconceived or lacking in substance; (f) the parties agree to be bound by the determination of the Expert with no right of appeal against the determination except in the case of fraud or manifest error; (g) liability for the costs of the Expert will follow the outcome and the parties will pay those costs in accordance with the directions of the Expert; and (h) if at any advisers time the Expert ceases or refuses to act, the expertparties must endeavour to agree on a replacement Expert. If the parties are unable to agree on a replacement Expert within 5 Business Days after the date on which the parties first become aware that the Expert has ceased to act or refuses to act, the person next listed on the list of experts in Annexure K and available (in accordance with the rotation basis referred to in clause 9.5(b)) shall be borne by the Parties in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed by the Parties). Any determination made by an expert must be consistent with the provisions of this Agreementappointed.

Expert. Subject to Clause 16.1, where 13.1 Wherever this Agreement provides or the Operators have agreed that any matter may be referred to an expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided Expert for in this Agreementdetermination, the provisions of this Clause 13 shall apply. 13.2 An Operator seeking the referral of such matter must to an Expert shall give notice to the other Operator that it wishes an Expert to be referred for determination by a personappointed and with such notice shall give: (a) who is appointed details of the matter which it proposes shall be resolved by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring the appointment of an expert then that person is to be nominated at either Party’s request by:Expert; and (ib) if the Parties proposed terms of reference. 13.3 If within twenty-one (21) days from the service of the said notice the Operators have failed to agree that upon the Dispute is identity of a financial nature, the President for Expert and/or the time being terms of CPA Australia; (ii) if reference then the Parties agree that the Dispute is of a non-financial nature, matter may be referred by either Operator to the President for the time being of the Engineers Australia – Queensland Division; andLaw Society of England and Wales who shall be requested to select the Expert in accordance with this Clause and if willing to do so settle the terms of reference of such Expert within thirty (30) days. 13.4 Upon an Expert being agreed or selected under the foregoing provisions of this Clause either Operator shall forthwith notify such Expert of his selection and of any proposed terms of his appointment and shall request him within fourteen (iii14) in any other case, days to confirm to the Operators whether or not he is willing and able to accept the appointment on the terms proposed. 13.5 If the Expert shall be either unwilling or unable to accept the appointment or shall not have confirmed his willingness and ability to accept such appointment within such period then (unless the Operators are able to agree on the appointment of another Expert) the matter may be referred by either Operator to the President for the time being of the Queensland Law Society Incorporatedof England and Wales who shall be requested to make a further selection and the process shall be repeated until an Expert is found who accepts the appointment in accordance with the proposed terms. 13.6 No person shall be appointed to act as the Expert under this Agreement: (a) who at the time of his appointment is a director office holder or employee of or directly or indirectly retained as a consultant to either of the Operators or an Affiliate of any of them, or otherwise has any conflict of interest; (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has no interest or duty which conflicts or may conflict with his function as expert, unless he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard the relevant experience and/or training to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to determine the matter submitted by in dispute in accordance with the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy terms of his determination in the form of a report within a reasonable time after his appointment;reference. (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who 13.7 The Expert shall be deemed not to be and an arbitrator but shall act render his determination as an expert and not an arbitrator the provisions of the Arbitration Act 1996 (as amended from time to time) and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him such Expert or his determination or the procedures procedure by which he may reach reaches his determination;. (i) whose decision, in 13.8 The determination of the absence of manifest error, Expert shall be final and binding upon the Parties; andOperators save in the event of fraud or manifest error. (j) whose costs (and 13.9 Each of the costs of any advisers to the expert) Operators shall be borne by the Parties in equal shares with each Party bearing bear its own costs of participating in providing all data information and submissions given by it and the dispute resolution process (unless otherwise agreed costs and expenses of all the counsel witnesses and employees retained by it but the costs and expenses of the Expert and any independent advisors to the Expert and any costs of his appointment shall be borne equally by the Parties). Operators. 13.10 Any determination and all communications between either Operator and the Expert shall be made by an expert must be consistent with in writing and a copy thereof provided simultaneously to the provisions of this Agreementother and no meeting between the Expert and either Operator shall take place unless both Operators have a reasonable opportunity to attend any such meeting.

Expert. Subject Unless otherwise expressly provided the following provisions shall apply in relation to Clause 16.1, where any matter may be referred referral to an expert Expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in the terms of this Agreement, the matter must be referred for determination by a person:. (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring The procedure for the appointment of an expert then that person is to Expert shall be nominated at either Party’s request byas follows: (i) if any Party may notify the others (in writing) that a disagreement exists, and shall in the same notice require the other Parties agree that to join with the Dispute is Party giving the notice in appointing a single Expert who shall resolve the point of a financial nature, the President for the time being of CPA Australiadifference; (ii) if if, within thirty (30) days of the giving of such notice, the Parties agree that the Dispute have not jointly appointed an Expert who is of a non-financial naturewilling to act, then any Party may apply to the President (for the time being being) of the Engineers Australia – Queensland Division; and Energy Institute of the United Kingdom (iiior any successor body fulfilling the same or materially the same functions) in any other casewho shall, by the President as soon as practicable, appoint an Expert for the time being determination of the Queensland Law Society Incorporated;matter in question, such an Expert being a person who (in the opinion of the said President) is competent to make such a determination. (b) who has appropriate qualifications and practical experience having regard The Expert shall, after giving the Parties the opportunity of making representations to him in writing, which representations shall be copied to the nature other Parties at the same time as being submitted to the Expert, determine the matter in question within thirty (30) days of his appointment or such later date as may be mutually agreed by the Dispute;Parties and such Expert's determination shall be conclusive and binding on the Parties, save in the event of mistake of fact, fraud or manifest error. (c) who has no interest If an Expert becomes unwilling or duty unable to act or does not determine the matter for which conflicts he is appointed within thirty (30) days of his appointment or such later date as may conflict with his function as expertbe mutually agreed by the Parties, he being required to fully disclose any such interest or duty then another Expert shall be appointed by written notice to the Parties before his appointment;or the said President as the case may require, in accordance with the procedure in this Clause 22.01. (d) who is not The costs and expenses of an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) Expert shall be borne by the Parties in equal shares with each Party bearing its own costs of participating such proportions as the Expert shall consider to be equitable in all the dispute resolution process circumstances. (unless otherwise agreed by the Parties). Any determination made by e) An Expert shall act as an expert must be consistent with expert, not as an arbitrator, and the provisions of the Arbitration Xxx 0000 (and any statutory modification or re-enactment thereof) shall not apply to his determination. (f) Where a dispute arises between INEOS and one or more Other Users which relates to the same or similar facts as require determination pursuant to this Agreement, INEOS may consolidate the procedure for Expert determination under all relevant agreements with the intention that: (i) the same Expert will be appointed in each case by agreement or under Clause 22.01; (ii) the process will be conducted efficiently; and (iii) each related dispute will be heard together.

Expert. Subject to Clause 16.1, where any If the Parties agree that the matter may should be referred to an expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreementresolution, the matter must be referred for determination following procedure shall apply unless otherwise agreed by a personthe Parties: (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to shall notify ("INITIAL NOTICE") the other Party requiring of the appointment of an expert then that person is matter it wishes to be nominated at either Party’s request by: (i) if resolved including the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being name of the Engineers Australia – Queensland Division; and (iii) in any other case, by person whom it nominates as the President for the time being of the Queensland Law Society Incorporatedexpert; (b) who has appropriate qualifications and practical experience having regard to the nature recipient of the DisputeInitial Notice shall notify the other Party ("REPLY") within 3 days if it does not accept the person so nominated and make a nomination of the person it proposes to be the expert; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to if the Parties before his appointmentare not able to agree on the appointment of the expert within 7 days of the Initial Notice, either Party may request the Chairman of the Australian Institute of Petroleum to appoint a person qualified by education, experience and training in the subject matter in dispute to be the expert; (d) who is not an employee of the End User, expert so appointed shall promptly fix a reasonable time and place for receiving submissions or information from the Parties or from any Operator other persons that the expert may think fit and the expert may make such further enquiries and require such other evidence as he or Aurizon Network or of a Related Body Corporate of any of themshe may consider necessary for determining the matter and shall in accordance with this Agreement determine the matter with all due diligence and speed; (e) who the expert shall not be permitted deemed not to act until he has given written notice to both Parties that he is willing and able to accept the appointmentbe an arbitrator but shall render his decision as an expert; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence determination of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the PartiesParties save in the event of fraud, mistake or miscarriage; (g) each Party shall bear the costs and expenses of all counsel, witnesses and employees retained by it but the cost and expenses of the expert shall be apportioned between the Parties in such proportions as the expert shall in the circumstances consider proper; and (jh) whose costs (if an expert appointed has not arrived at a determination within a period of 30 days from the date of appointment, either Party may upon giving notice to the other, terminate the appointment and a new expert shall be appointed and the costs point of any advisers to the expert) shall be borne by the Parties difference determined in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed by the Parties). Any determination made by an expert must be consistent accordance with the provisions of this AgreementClause.