RFI - Attachment 2 - Coast2Bay - Cover Letter & MOU

9.4    No merger

       The rights and obligations of the parties under this document do not merge on completion of any
       transaction contemplated by this document.

9.5    Entire agreement

       (a)     This document supersedes all previous agreements about its subject matter and
               embodies the entire agreement between the parties.

       (b)     To the extent permitted by law, any statement, representation or promise made in any
               negotiation or discussion has no effect except to the extent expressly set out or
               incorporated by reference in this document.

9.6    Further assurances

       Each party must do all things reasonably necessary to give effect to this document and the
       transactions contemplated by it.

9.7    No waiver

       (a)     The failure of a party to require full or partial performance of a provision of this document
               does not affect the right of that party to require performance subsequently.

       (b)     A single or partial exercise of or waiver of the exercise of any right, power or remedy does
               not preclude any other or further exercise of that or any other right, power or remedy.

       (c)     A right under this document may only be waived in writing signed by the party granting
               the waiver, and is effective only to the extent specifically set out in that waiver.

9.8    Governing law and jurisdiction

       (a)     Queensland law governs this document.

       (b)     Each party irrevocably submits to the non-exclusive jurisdiction of the Queensland courts
               and courts competent to hear appeals from those courts.

9.9    Severability

       A clause or part of a clause of this document that is illegal or unenforceable may be severed from
       this document and the remaining clauses or parts of the clause of this document continue in
       force.


10     Notice

10.1   Method of giving notice

       A notice, consent or communication under this document is only effective if it is:

       (a)     in writing, signed by or on behalf of the person giving it;

       (b)     addressed to the person to whom it is to be given; and

       (c)     given as follows:

               (i)     delivered by hand to that person’s address;




DRAFT – NOT FOR EXECUTION                                                                         Page 9 of 13