RFI - Attachment 2 - Coast2Bay - Cover Letter & MOU

        Term                         Definition
        Confidential Information     with respect to a party, means the terms of this
                                     agreement, the terms or proposed terms of any
                                     Transaction Document, and any information:
                                     (d)      relating to the dealings of that party including
                                              dealings with the other party;
                                     (e)      delivered to the other party in connection with
                                              the Proposed Initiative or otherwise under a
                                              Transaction Document;
                                     (f)      relating to employees, contractors, students or
                                              other persons doing business with that party;
                                     (g)      of that party which is by its nature confidential;
                                     (h)      which is designated as confidential by that
                                              party; or
                                     (i)      of that party which the other party knows or
                                              ought to know is confidential.
        Controlled                   has the meaning given to the term ‘Control’ in section
                                     50AA Corporations Act.
        Corporations Act             means Corporations Act 2001 (Cth).
        Exclusivity Period           means the period from the date of this document until
                                     the earlier of:
                                     (a)      the parties executing the Stage 3 Services
                                              Agreement; or
                                     (b)      the expiration of the one-month period referred
                                              to in clause 5 following a notice delivered in
                                              accordance with that clause.
        Government Agency            means:
                                     (c)      a government or government department or
                                              other body;
                                     (d)      a governmental, semi-governmental or judicial
                                              person; or
                                     (e)      a person (whether autonomous or not) who is
                                              charged with the administration of a law.
        Key Terms                    means the agreed terms of the Proposed Initiative, as
                                     set out in the Schedule.
        Project                      55 Carpenters Rd, Cooroy QLD 4563
                                     L2 RP200519 (24,310m2)
        Proposed Initiative          means the collaboration and services arrangements
                                     described in the Schedule.
        Related Body Corporate       has the meaning given in section 9 Corporations Act.
        Stage 1 Services Agreement   has the meaning set out in the Schedule.
        Stages                       means the stages of the Proposed Initiative as set out
                                     in the Schedule.
        Transaction Documents        means the documents required to implement the
                                     Proposed Initiative in accordance with the Key Terms
                                     described in the Schedule.




DRAFT – NOT FOR EXECUTION                                                              Page 5 of 13