Common use of Interaction of rights Clause in Contracts

Interaction of rights. (a) In respect of the Operational Rights relating to an End User: (i) the End User has contracted directly with QR Network under an 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; and (ii) the Operator will have above rail operational obligations in respect of the Train Services that will be operated by that Operator for that End User including the payment of Access Charges (other than for take or pay charges – which shall be paid by the End User). (b) The Operator has no right to renew, transfer (subject to Clauses 22.2 and 22.3 of the General Conditions of Contract) or relinquish to QR Network any part of the Operational Rights, whether under this Agreement or QR Network‟s Access Undertaking. The right to seek a renewal, transfer or relinquishment of Access Rights is usable by the End User. (c) The Parties acknowledge and agree: (i) that to the extent that the Operator‟s rights under this Agreement or QR Network‟s Access Undertaking in relation to the Operational Rights for an End User are inconsistent with the End User‟s rights in relation to the relevant End User‟s Access Rights or QR Network‟s Access Undertaking, the End User‟s rights and the exercise of those rights prevail to the extent of the inconsistency and the Parties shall, to the extent it is practicable to do so, vary the terms of this Agreement to ensure consistency with the relevant End (ii) that if there is any doubt as to whether a reference to the “Access Holder” under QR Network‟s Access Undertaking is a reference to the End User or the Operator, then the following principles will apply: (A) only one, not both, of the End User and the Operator is the “Access Holder”; and (B) whether the End User or the Operator is the “Access Holder” will be determined based on which of those party‟s rights or obligations under this Agreement or the relevant End User Access Agreement (as applicable) are the most consistent with the relevant rights or obligations under QR Network‟s Access Undertaking; and (iii) if the application of Clause 7(d)(ii) is not determinative of whether the End User or the Operator is the “Access Holder”, then the [Operator / End User (as nominated by the End User)] is the “Access Holder”. This Reference Schedule forms part of the Agreement dated the day of 20 made between QR Network and the Operator listed in Item 1 below. 1. Operator: Name ACN Address 2. Commencement Date:

Interaction of rights. (a) In respect of the Operational Rights relating to an the End User: (i) the End User has contracted directly with QR Network under an the End User Access Agreement for the End User‟s User’s Access Rights: (A) on the basis that the End User‟s 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 UserUser (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 that the End User [including the payment of Access Charges (other than for take or pay charges – which shall be paid by the End User)]. (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 QR Network any part of the Operational Rights, whether under this Agreement or QR Network‟s Network’s Access Undertaking. The right to seek a renewal, transfer transfer, variation or relinquishment of Access Rights is only usable by the End User. (c) The Parties acknowledge and agree: (i) that to the extent that the Operator‟s Operator’s rights under this Agreement or QR Network‟s Network’s Access Undertaking in relation to the Operational Rights for an End User are inconsistent with the End User‟s User’s rights in relation to the relevant End User‟s User’s Access Rights or QR Network‟s Network’s Access Undertaking, the End User‟s User’s rights and the exercise of those rights prevail to the extent of the inconsistency and the Parties shall, to the extent it is practicable to do so, vary the terms of this Agreement to ensure consistency with the relevant Endinconsistency; (ii) that if there is any doubt as to whether a reference to the “Access Holder” under QR Network‟s Network’s Access Undertaking is a reference to the End User or the Operator, then the following principles will apply: (A) only one, not both, of the End User and the Operator is the “Access Holder”; and (B) whether the End User or the Operator is the “Access Holder” will be determined based on which of those party‟s party’s rights or obligations under this Agreement or the relevant End User Access Agreement (as applicable) are the most consistent with the relevant rights or obligations under QR Network‟s Network’s Access Undertaking; and (iii) if the application of Clause 7(d)(ii) is not determinative of whether the End User or the Operator is the “Access Holder”, then the [Operator / End User (as nominated by the End User)] is the “Access Holder”. This Reference Schedule forms part of the Agreement dated the day of 20 made between QR Network and the Operator listed in Item 1 below.. ACN 1. Operator: Name ACN Address Name 2. Commencement Date:

Interaction of rights. (a) In respect of the Operational Rights relating to an End User: (i) the End User has contracted directly with QR Network under an End User Access Agreement for the End User‟s User’s Access Rights: (A) on the basis that the End User‟s 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; and (ii) the Operator will have above rail operational obligations in respect of the Train Services that will be operated by that Operator for that End User including the payment of Access Charges (other than for take or pay charges – which shall be paid by the End User). (b) The Operator has no right to renew, transfer (subject to Clauses 22.2 and 22.3 of the General Conditions of Contract) or relinquish to QR Network any part of the Operational Rights, whether under this Agreement or QR Network‟s Network’s Access Undertaking. The right to seek a renewal, transfer or relinquishment of Access Rights is usable by the End User. (c) The Parties acknowledge and agree: (i) that to the extent that the Operator‟s Operator’s rights under this Agreement or QR Network‟s Network’s Access Undertaking in relation to the Operational Rights for an End User are inconsistent with the End User‟s User’s rights in relation to the relevant End User‟s User’s Access Rights or QR Network‟s Network’s Access Undertaking, the End User‟s User’s rights and the exercise of those rights prevail to the extent of the inconsistency and the Parties shall, to the extent it is practicable to do so, vary the terms of this Agreement to ensure consistency with the relevant Endinconsistency. (ii) that if there is any doubt as to whether a reference to the “Access Holder” under QR Network‟s Network’s Access Undertaking is a reference to the End User or the Operator, then the following principles will apply: (A) only one, not both, of the End User and the Operator is the “Access Holder”; and (B) whether the End User or the Operator is the “Access Holder” will be determined based on which of those party‟s party’s rights or obligations under this Agreement or the relevant End User Access Agreement (as applicable) are the most consistent with the relevant rights or obligations under QR Network‟s Network’s Access Undertaking; and (iii) if the application of Clause 7(d)(ii) is not determinative of whether the End User or the Operator is the “Access Holder”, then the [Operator / End User (as nominated by the End User)] is the “Access Holder”. This Reference Schedule forms part of the Agreement dated the day of 20 made between QR Network and the Operator listed in Item 1 below.. Item 1. Operator: Name ACN Address Name 2. Commencement Date: 3. Security Amount: (General Conditions of Contract Clause 2.4 (a)) 4. Date for Completion of Matters prior to the Commencement of Train Services: CONTENTS 1. DEFINITIONS AND INTERPRETATION 16 1.1 Definitions 16 1.2 Interpretation 31 2. CHARGES 32 2.1 Access Charges 32 2.2 Invoicing 33 2.3 GST 33 3 WEIGHBRIDGES AND OVERLOAD DETECTORS 35 4 TRAIN SERVICE ENTITLEMENTS 37 4.1 Train Services 37 4.2 Forecasts 39 5. DAY TO DAY TRAIN MOVEMENTS 39 5.1 Train Control 39 5.2 Train Control Rights and Obligations 39 5.3 Train Control Communications 40 6 TRAIN OPERATIONS 40 6.1 Compliance 40 6.2 Compliance with Scheduled Time 42 6.3 Alterations to Train Services 42 6.4 Notification 43 6.5 Operator to Supply Information 43 6.6 Performance Levels 43 6.7 Interface Coordination Plan 45 6.8 Operation of Trains and Rollingstock 45 6.9 Authorisation of Rollingstock & Rollingstock Configurations 45

Interaction of rights. (a) (a) In respect of the Operational Rights relating to an anthe End User: (i) the End User has contracted directly with QR Network under an anthe End User Access Agreement for the End User‟s User’s Access Rights: (A) (A) on the basis that the End User‟s 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 and Error! Unknown document property name.Train Operations Agreement (Coal ) (B) (B) as such, the End User has no direct above rail operational responsibilities in relation to Train Services for that End UserUser (unless it is also the Operator); and (ii) (ii) the Operator will have above rail operational obligations in respect of the Train Services that will be operated by that Operator for that thatthe End User [including the payment of Access Charges (other than for take or pay charges – which shall be paid by the End User)]. (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 QR Network any part of the Operational Rights, whether under this Agreement or QR Network‟s Network’s Access Undertaking. The right to seek a renewal, transfer transfer, variation or relinquishment of Access Rights is only usable by the End User. (c) The Parties acknowledge and agree: (i) that to the extent that the Operator‟s Operator’s rights under this Agreement or QR Network‟s Network’s Access Undertaking in relation to the Operational Rights for an End User are inconsistent with the End User‟s User’s rights in relation to the relevant End User‟s User’s Access Rights or QR Network‟s Network’s Access Undertaking, the End User‟s User’s rights and the exercise of those rights prevail to the extent of the inconsistency and the Parties shall, to the extent it is practicable to do so, vary the terms of this Agreement to ensure consistency with the relevant Endinconsistency. (ii) that if there is any doubt as to whether a reference to the “Access Holder” under QR Network‟s Network’s Access Undertaking is a reference to the End User or the Operator, then the following principles will apply: (A) only one, not both, of the End User and the Operator is the “Access Holder”; and (B) whether the End User or the Operator is the “Access Holder” will be determined based on which of those party‟s party’s rights or obligations under this Agreement or the relevant End User Access Agreement (as applicable) are the most consistent with the relevant rights or obligations under QR Network‟s Network’s Access Undertaking; and (iii) if the application of Clause 7(d)(ii) is not determinative of whether the End User or the Operator is the “Access Holder”, then the [Operator / End User (as nominated by the End User)] is the “Access Holder”. Error! Unknown document property name.Train Operations Agreement (Coal ) Error! Unknown document property name.Train Operations Agreement (Coal ) This Reference Schedule forms part of the Agreement dated the day of 20 20 made between QR Network and the Operator listed in Item 1 below.. Item 1. Operator: Name ACN Address Name 2. Commencement Date: