(i)(j)territorial development and minimum performance criteria;See clause 15.4, Item 14 of Schedule 1 and clause 2 of Schedule 2 of the Franchise Agreement.maintenance and appearance of site, premises, vehicles and equipment;See clauses 4.2(b), 4.4 and 4.8(c)(i) of the Franchise Agreement.(k) insurance;(l)See clause 5.6 and Schedule 4 of the Franchise Agreement.marketing;See clauses 4.2, 5.3, 10.1(a) and 11.7(a)(ii) of the Franchise Agreement.(m) indemnities and guarantees;See clauses 4.7(c)(iii), 5.2(b), 13, 14.2(c), 14.2(d)(vi) and 18 of the Franchise Agreement.(n) participation requirements for the franchisee or its directors, management or employees;See clauses 4.1, 4.2(a), 4.2(e), 4.9(c), 5.4, 5.8, 5.9 and 14.1(a) of the Franchise Agreement.(o) records and reports;See clauses 4.5(e), 5.11, 12 and 16.3(f)(vii) of the Franchise Agreement.(p) inspections and audit.See clause 12 of the Franchise Agreement.17. OTHER CONDITIONS OF AGREEMENT17.1 References to the relevant conditions of the franchise agreement that deal with the following matters:(a) term of franchise agreement;See clause 3.1 of the Franchise Agreement.(b) variation;See clauses 4.10(a)(ii) and 20.11 of the Franchise Agreement.(c) renewal, extension or extension of the scope;See clause 3.2 of the Franchise Agreement.(d) conditions the franchisee must meet to renew, extend or extend the scope of the franchise agreement;See clause 3.2 of the Franchise Agreement.(e) termination by the franchisor;See clauses 3.1(b), 3.2(c), 8.2(b), (c) and (d), 14.3, 15.1, 15.2, 15.3, 15.4, 15.5, 15.6, 15.8, 16.3(g), 20.2(b)and 20.4 and Item 7 of Schedule 1 (Expiration Date) of the Franchise Agreement [and clause 2 of Schedule 2for Franchisees in Tasmania and Northern Territory].(f) termination by the franchisee;See clauses 1.6, 3.1(b), 3.2(c), 15.3, 15.6, 15.8, 16.3(g), 20.2(b) and 20.4 of the Franchise Agreement.(g) the franchisee’s goodwill, if any, on termination or expiry;See clauses 11.1 and 15.7 of the Franchise Agreement.(h) the franchisee’s obligations when a franchise agreement is terminated, expires or is not renewed;(i)(j)See clauses 4.2(k), 4.10(f), 8.2(b), (c) and (d), 15.6, 15.8(c), 20.2 and 20.4 of the Franchise Agreement.the franchisor’s rights to sell its business;See clause 16.1 of the Franchise Agreement.transfer of a franchise;See clauses 14.1, 14.2, 14.3, 16.1, 16.2 and 16.3 of the Franchise Agreement.(k) mediation;(l)See clause 19 of the Franchise Agreement.option or right of first refusal, if any, for the franchisor to buy the franchised business;No such conditions.(m) the franchisor’s rights, if any, to inspect financial and other records of the franchised business;See clauses 4.5(e), 5.11, 12 and 16.3(f)(vii) of the Franchise Agreement.(n) confidentiality of the franchisee’s records;See clause 17 of the Franchise Agreement.(o) death or disability of the franchisee or a director or shareholder of the franchisee;See clause 14 of the Franchise Agreement.Disclosure Document GC - 26 Nov 2012 (25 July 2013 Update).docPage 22
(p) details of the operation or establishment of any franchisee representative body, eg FranchiseAdvisory Council;None operated by us, however a franchisee may become a member of the Lottery Agents Queensland(LAAQ,) or Agents Association of Tasmania (LAAT). For further information a prospective franchisee shouldcontact either the LAQ by phone on 07 3211 1017 or the LAAT by phone on 03 6223 7441.(q) restrictions on the franchisee’s operation of other businesses during or after the term of the franchiseagreement;No such conditions.(r) operations manual;See clauses 2.3(d)(iv), 4.2(b), (c), (f), (g), (h) and (v), 4.4(a)(i), 4.5(c)(i)(C), 4.8(b) and (c), 4.10, 5.1(a), (e) and(f), 5.3(b), 5.5(c) and (f), 5.6(b), 5.7(a), 9.1(c), 9.2(a) and (c), 10.1(h) and (k), 11.2(a)(ii), 12.1, 12.2(a)(iii),13.1(a)(i), 15.3(c), 17.1, 18.2(d), 20.2(a)(v), 20.4, and 20.11(a) and clauses 1.3(b) and 1.6(b) of Schedule 2of the Franchise Agreement.(s) choice of governing law;See clause 20.15 of the Franchise Agreement.17AUNILATERAL VARIATION OF FRANCHISE AGREEMENT17A.1 If a franchise agreement is entered into in a financial year commencing on 1 July 2011, 1 July 2012 or 1July 2013 – the circumstances in which the franchisor has unilaterally varied a franchise agreement since1 July 2010.Not applicable17A.2 If a franchise agreement is entered into in a financial year commencing after 1 July 2013 – thecircumstances in which the franchisor has unilaterally varied a franchise agreement in the last 3 financialyears.Not applicable17A.3 The circumstances in which the franchise agreement may be varied, unilaterally, by the franchisor in thefuture.The terms and conditions of the Franchise Agreement may be amended or varied only in writing signed by theFranchisee and us, however we may exercise our rights under the Franchise Agreement to unilaterally amend theManuals without the necessity of obtaining the Franchisee‟s consent.We will notify the Franchisee of such amendments (such notice may be made by way of publication on the OutletWebsite, in which case it shall be deemed to be received by the Franchisee 48 hours after the time of publication).We have the right by notice delivered to the Franchisee to amend, modify or change the Franchise Agreement inorder to ensure compliance to any Law, or the Lottery Licence, or permits or approvals or any other changes incircumstances beyond the our control which might affect our operations – See clause 20.11(b) of the FranchiseAgreement.17BCONFIDENTIALITY OBLIGATIONS17B.1 Whether a confidentiality obligation will be imposed by the franchisor on the franchisee.Yes. See clause 17 of the Franchise Agreement.17B.2 If a confidentiality obligation is to be imposed on the franchisee, details of the matters that the obligationmay cover, including the following:(a) outcomes of mediation - Yes(b) settlements - Yes(c) intellectual property - Yes(d) trade secrets - Yes(e) particular aspects of individual agreements, such as fees - NoAll methods, specifications, procedures, Manuals, all Software, designs, advertising and publicity material, allinformation regarding our methods of business and any financial information provided to the Franchisee by us –see clause17.1 of the Franchise Agreement.17CARRANGEMENTS TO APPLY AT THE END OF THE FRANCHISE AGREEMENT17C.1 Details of the process that will apply in determining arrangements to apply at the end of the franchiseagreement, including:(a) whether the prospective franchisee will have any options to renew, or extend, or extend the scope ofthe franchise agreement or enter into a new franchise agreement and, if so, the processes thefranchisor will use to determine whether to renew, extend or extend the scope of the franchiseagreement or enter into a new franchise agreement; andSee clause 3.2 of the Franchise Agreement.Disclosure Document GC - 26 Nov 2012 (25 July 2013 Update).docPage 23