Common use of Interaction of rights Clause in Contracts

Interaction of rights. (a) In respect of the Operational Rights relating to the End User: (i) the End User has contracted directly with Aurizon Network under the End User Access Agreement for the End User’s Access Rights: (A) on the basis that the End User’s Access Rights will be used by one or more persons (such as the Operator) under agreements (such as this Agreement) for the benefit of the End User; and (B) as such, the End User has no direct above rail operational responsibilities in relation to Train Services for that End User (unless it is also the Operator); and (ii) the Operator will have above rail operational obligations in respect of the Train Services that will be operated by that Operator for the End User [including the payment of Access Charges (other than for take or pay charges (b) The Operator has no right to renew, transfer (subject to Clauses 22.2 and 22.3 of the General Conditions of Contract), vary or relinquish to Aurizon Network any part of the Operational Rights, whether under this Agreement or Aurizon Network’s Access Undertaking. The right to seek a renewal, transfer, variation or relinquishment of Access Rights is only usable by the End User. This Reference Schedule forms part of the Agreement dated the day of 20 made between Aurizon Network and the Operator listed in Item 1 below. 1. Operator: Name ACN Address 2. Commencement Date: 3. Security Amount: (General Conditions of Contract Clause 2.4 (a)) Subject to Aurizon Network’s reasonable assessment of the creditworthiness of the Operator, the Security Amount (if applicable) will be an amount equivalent to [where the End User Access Agreement involves the End User paying all Access Charges] the lesser of twelve (12) weeks Access Charges determined as if the Operator made maximum use of the End User's Access Rights which the Operator is nominated to utilise or the deductible for any one loss as specified in Schedule 7 . [where the End User Access Agreement involves the End User only paying TOP Charges] the greater of twelve (12) weeks Access Charges determined as if the Operator made maximum use of the End User's Access Rights which the Operator is nominated to utilise or the deductible for any one loss as specified in Schedule 7. 4. Date for Completion of Matters prior to the Commencement of Train Services: (General Conditions of Contract Clause 4.1(c)) 1 DEFINITIONS AND INTERPRETATION 13 1.1 Definitions 13 1.2 Interpretation 23 2 CHARGES 24 2.1 [Access ]Charges 24 2.2 Invoicing 24 2.3 GST 25 2.4 Obligation to Provide Security 25 2.5 Exercise of Security 26 2.6 Return of Security 26 3 WEIGHBRIDGES AND OVERLOAD DETECTORS 27 4 TRAIN SERVICE ENTITLEMENTS 28 4.1 Train Services 28 5 DAY TO DAY TRAIN MOVEMENTS 29 5.1 Train Control 29 5.2 Train Control Rights and Obligations 29 5.3 Train Control Communications 30 6 TRAIN OPERATIONS 30 6.1 Compliance 30 6.2 Compliance with Scheduled Time 31 6.3 Alterations to Train Services 31 6.4 Notification 31 6.5 Operator to Supply Information 32 6.6 Performance Levels 32 6.7 Interface Coordination Plan 33 6.8 Operation of Trains and Rollingstock 33 6.9 Authorisation of Rollingstock & Rollingstock Configurations 33 6.10 Amendments to System Wide Requirements 34 6.11 Private Facilities 36 7 INFRASTRUCTURE MANAGEMENT 36 7.1 Management and Control of the Nominated Network 36 7.2 Maintenance of the Nominated Network 36 7.3 Inspection by Operator 37 8 INCIDENT MANAGEMENT 37 8.1 Operator’s Emergency Response Plan 37 8.2 Obstructions 38 8.3 Notification 38 8.4 Management of Incident Response 38 8.5 Investigations 39 9 ENVIRONMENTAL MANAGEMENT AND PROTECTION 40 9.1 Environmental Management 40 9.2 Environmental Management System 42 9.3 Carriage of Dangerous Goods on Train Services 42 9.4 Noise Management during Train Services 42 9.5 Spillage of Contaminating Materials 43 9.6 Community Liaison and Environmental Complaint Procedures 43

Interaction of rights. (a) In respect of the Operational Rights relating to the End User: (i) the End User has contracted directly with Aurizon Network under the End User Access Agreement for the End User’s Access Rights: (A) on the basis that the End User’s Access Rights will be used by one or more persons (such as the Operator) under agreements (such as this Agreement) for the benefit of the End User; and (B) as such, the End User has no direct above rail operational responsibilities in relation to Train Services for that End User (unless it is also the Operator); and (ii) the Operator will have above rail operational obligations in respect of the Train Services that will be operated by that Operator for the End User [including the payment of Access Charges (other than for take or pay charges (b) The Operator has no right to renew, transfer (subject to Clauses 22.2 and 22.3 of the General Conditions of Contract), vary or relinquish to Aurizon Network any part of the Operational Rights, whether under this Agreement or Aurizon Network’s Access Undertaking. The right to seek a renewal, transfer, variation or relinquishment of Access Rights is only usable by the End User. This Reference Schedule forms part of the Agreement dated the day of 20 made between Aurizon Network and the Operator listed in Item 1 below. 1. Operator: Name ACN Address 2. Commencement Date: 3. Security Amount: (General Conditions of Contract Clause 2.4 (a)) Subject to Aurizon Network’s reasonable assessment of the creditworthiness of the Operator, the Security Amount (if applicable) will be an amount equivalent to [where the End User Access Agreement involves the End User paying all Access Charges] the lesser of twelve (12) weeks Access Charges determined as if the Operator made maximum use of the End User's Access Rights which the Operator is nominated to utilise or the deductible for any one loss as specified in Schedule 7 . [where the End User Access Agreement involves the End User only paying TOP Charges] the greater of twelve (12) weeks Access Charges determined as if the Operator made maximum use of the End User's Access Rights which the Operator is nominated to utilise or the deductible for any one loss as specified in Schedule 7. 4. Date for Completion of Matters prior to the Commencement of Train Services: (General Conditions of Contract Clause 4.1(c)) 1 DEFINITIONS AND INTERPRETATION 13 12 1.1 Definitions 13 12 1.2 Interpretation 23 22 2 CHARGES 24 23 2.1 [Access ]Charges 24 23 2.2 Invoicing 24 23 2.3 GST 25 2.4 Obligation to Provide Security 25 2.5 Exercise of Security 26 2.6 Return of Security 26 3 WEIGHBRIDGES AND OVERLOAD DETECTORS 27 4 TRAIN SERVICE ENTITLEMENTS 28 4.1 Train Services 28 5 DAY TO DAY TRAIN MOVEMENTS 29 5.1 Train Control 29 5.2 Train Control Rights and Obligations 29 5.3 Train Control Communications 30 6 TRAIN OPERATIONS 30 6.1 Compliance 30 6.2 Compliance with Scheduled Time 31 6.3 Alterations to Train Services 31 6.4 Notification 31 6.5 Operator to Supply Information 32 6.6 Performance Levels 32 6.7 Interface Coordination Plan 33 6.8 Operation of Trains and Rollingstock 33 6.9 Authorisation of Rollingstock & Rollingstock Configurations 33 6.10 Amendments to System Wide Requirements 34 6.11 Private Facilities 36 7 INFRASTRUCTURE MANAGEMENT 36 7.1 Management and Control of the Nominated Network 36 7.2 Maintenance of the Nominated Network 36 7.3 Inspection by Operator 37 8 INCIDENT MANAGEMENT 37 8.1 Operator’s Emergency Response Plan 37 8.2 Obstructions 38 8.3 Notification 38 8.4 Management of Incident Response 38 8.5 Investigations 39 9 ENVIRONMENTAL MANAGEMENT AND PROTECTION 40 9.1 Environmental Management 40 9.2 Environmental Management System 42 9.3 Carriage of Dangerous Goods on Train Services 42 9.4 Noise Management during Train Services 42 9.5 Spillage of Contaminating Materials 43 9.6 Community Liaison and Environmental Complaint Procedures 4324