2018-06-27 SM - Attachment 2 to Item 1 - Draft Funding Deed

11. Warranty
     To the full extent permitted by law, all conditions and warranties not expressly stated in this deed are
     excluded, or if unable to be excluded then limited to the fullest extent permitted by law.

12. GST
     (a)   Words defined in the GST Law have the same meaning in this clause 12.
     (b)   If a party is required under this deed to reimburse or pay to another party an amount calculated
           by reference to a cost, expense, or an amount paid or incurred by that party, the amount of the
           reimbursement or payment will be reduced by the amount of any input tax credits to which that
           party (or an entity on whose behalf the party is acting) is entitled in respect of any acquisition
           relating to that cost, expense or other amount.
     (c)   If GST is payable by an entity (Supplier) in relation to any supply that it makes under or in
           connection with this deed, the parties agree that:
           (i)     any consideration (including the value of any non-monetary consideration) provided for
                   that supply under or in connection with this deed other than under this clause 12(c)
                   (Agreed Amount) is exclusive of GST;
           (ii)    an additional amount will be payable by the party providing consideration for that supply
                   (Receiver) equal to the amount of GST payable by the Supplier on that supply;
           (iii)   the additional amount is payable at the same time as any part of the Agreed Amount is
                   to be first provided for that supply and the Supplier will provide a tax invoice to the
                   Receiver in respect of that supply, no later than that time; and
           (iv)    to the extent, if any, that any consideration (or part thereof) is specified in this deed to be
                   inclusive of GST, that consideration (or the relevant part) will be excluded from the
                   Agreed Amount for the purposes of calculating the additional amount under
                   clause 12(c)(ii).

13. Dispute resolution
13.1 Dispute resolution process
     (a)   Subject to clause 13.3, the parties will adhere to the following procedure in relation to disputes
           arising from this deed, prior to the commencement of litigation or other external dispute
           resolution procedure.
     (b)   The Contact Officer for a party may notify the others in writing of the occurrence of a dispute
           (Dispute Notice) and the Contact Officers will try to resolve the dispute through negotiation.
     (c)   If the Contact Officers are unable to resolve the dispute within 15 Business Days from the
           receipt of the Dispute Notice, the dispute will be referred to:
           (i)     for the Contributors, the people holding the positions of Chief Executive Officer (or
                   equivalent); and
           (ii)    for the Department, the Deputy Director General or the Director General of the
                   Department,
           for resolution.
     (d)   If the dispute is not resolved within 15 Business Days after its referral to the representatives of
           each of the parties listed in clause 13.1(c), either party may refer the dispute to a mediator
           agreed by the parties with costs to be shared equally between the parties.
     (e)   If the parties cannot agree upon a mediator, either party may request the President of the
           Queensland Law Society to nominate a mediator.
13.2 Continuity during dispute
     Notwithstanding the existence of a dispute, each party will continue to perform its obligations under
     this deed.
13.3 Urgent interlocutory relief


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