Background

The parties have agreed under this Agreement that with effect from the Commencement Date, you will grant to us an exclusive licence to supply and install the Digital Screens in the Common Areas and supply Content to the Digital Screens, subject to the terms and conditions contained in this Agreement.

Agreed Terms

1                Interpretation

1.1             Definitions

In this Agreement, unless the context requires otherwise:

 “Advertising Content” means content for the purposes of marketing and promotion.

“Advisory Panel” means a panel of Industry experts appointed by us from time to time to advise on Content, Industry Support and industry investment.

“Commencement Date” means the date specified in item 7 of Schedule 1.

“Common Areas” means operational areas of the Premises including the reception area, kitchen and break out areas, workstations and such other areas as agreed between the parties, from time to time.

“Content” means the combination of:

(a)   Dynamic Content;

(b)   Local Content; and 

(c)   Advertising Content.

“Agreement” means this Digital Screen Licence Agreement.

“Digital Screens” means the number and location of screens as set out in item 9 of Schedule 1, including any integrated hardware, software and communications infrastructure supplied and installed by us which displays the Content.

“Dynamic Content” means regularly updated information, projects, industry news, building code information and product compliance information for specification.

“Built Environment Channel Competitor” means a business that provides a service broadcasting or supplying architectural content and is in direct competition with us.

“Industry” means the architecture, landscape architecture, design, engineering, construction and property developer professions.

“Industry Bodies” means the Australian Institute of Architects, Association of Consulting Architects, ArchiTeam, Planning Institute of Australia, Australian Institute of Landscape Architects, Parlour Inc., the individual State Architect registration boards, State building authorities or any other body, association or group providing service to the Industry and approved by us.

“Industry Codes” means any industry code of conduct or practice that may be applicable to Content (or the entity that supplies the Content to us) and includes any industry codes of conduct that are prescribed by any Laws.

“Investment Pledge” means the financial support provided by us to the Industry including, but not limited to, sponsorship, open-source research and advocacy.

 “Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, trade names, domain names, designs, confidential information, trade secrets and know-how and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Australia or otherwise.

“Installations” means any installations installed in or at the Premises by us including all media players and modems but not including the Digital Screens.

“Licence” means the licence granted to us by you pursuant to clause 2.1.

“Licence Period” means the period specified in item 6 of Schedule 1.

“Local Content” means your branded content, your branded marketing and promotion, your staff news and updates to be provided by you to us. 

“Media Player” means the number and location of media players as set out in item 10 of Schedule 1, including any integrated hardware, software and communications infrastructure supplied and installed by us which displays the Content.

“Permitted Hours” means the hours during which we are permitted to supply Content to the Digital Screens, as specified in item 8 of Schedule 1, or such longer hours as from time to time agreed in writing by the parties.

“Premises” means the property described in item 5 of Schedule 1 and any subsequent property occupied by you from time to time.

“Regulator” means any regulatory agency or any private entity that functions in a quasi-regulatory manner, having any applicable jurisdiction and includes the Advertising Standards Bureau, Australian Communications and Media Authority, the Australian Broadcasting Authority, the Australian Competition and Consumer Commission, the Commonwealth Department of Communications, Information Technology and the Arts, the Office of the Privacy Commissioner, the Office of Film and Literature Classification, the Telecommunications Industry Ombudsman and any authority, agency or entity that is substituted for, or takes over the functions of, any of those organisations.

“Screen Time” means the amount or proportion of time used for display of Content.

2                Licence

2.1             Grant of exclusive licence

You will grant to the us during the Licence Period (and for any extension), the exclusive right for us and our representatives to supply, install and maintain the Digital Screens and/or Media Players and supply Content on the Digital Screens and Media Players in a position(s), mutually agreed between us on the Premises. You acknowledge, that the position of the Digital Screens should reflect the intended audience of the Digital Screens, being your employees and contractors.

2.2             Restrictions

For the Period of the Licence Period, you must not grant a licence to or otherwise authorise a Built Environment Channel Competitor to install digital screens or media players (or any similar devices) or provide any content on the digital screens or media players without our consent.

2.3             Screen format

We must ensure that:

(a)   50% of Screen Time is made up of Dynamic Content being;

1.      25% of Important local industry news and updates

2.      25% of innovative and inspiring global and local design led projects

(b)   25% of Screen Time is made available to you to display your own Local Content (“Your Screen Time”);

(c)   25% Advertising Content of important product news,  innovations and updates.

(d)   Any unutilised Screen Time (including any not utilised by your Local Content) will be utilised to display Dynamic Content.

2.4             Permitted Hours

We will supply Content to the Digital Screens and/or Media Players during the Permitted Hours, or otherwise as agreed between us in writing (acting reasonably).

2.5             Digital Screen Hours

You agree that the Digital Screens will be powered, turned on and remain on the settings as installed by us during the Permitted Hours, or otherwise as agreed between the Parties in writing (acting reasonably).

3                Licence Period

3.1             This Agreement will commence on the Commencement Date and will continue for the Licence Period, unless terminated in accordance with this Agreement.

3.2             Monthly Extension

Upon expiry of the Licence Period, You will grant us a periodic licence until you provide notice of your intention to terminate in accordance with clause 8.1(a).

4                Your right to occupy

You warrant that you have the right to occupy the Premises and comply with its obligations herein.

5                Our obligations

5.1         We agree that from Commencement Date until this Agreement is terminated:

(a)   we will supply Content to the Digital Screens and/or Media Players in accordance with clause 2.4:

(b)   we will observe and comply with your reasonable requirements and any building rules relating to the Premises, as notified by you from time to time;

(c)   we will maintain and ensure that the Digital Screens and/or Media Players are in good repair and condition; and

(d)   we will bear all costs associated with the supply and installation (and, where necessary), the removal of the Digital Screens.

5.2         For the avoidance of doubt, you acknowledge that title in the Digital Screens remains with us.

6                Industry Support

6.1         We will appoint an Advisory Panel to advise us on Content and how Investment Pledge are to be distributed.

6.2         We will commit 10% of its annual gross advertising revenue, as determined by our annual accounts, (less any cost of securing such revenue including, but not limited to, any agency commission) towards the Investment Pledge.

6.3         The Investment Pledge will be invested by us in accordance with advice provided by the Advisory Panel based on the guidelines, criteria and Advisory Panel terms of reference determined in advance from time to time by us.   

7                Mutual Indemnity

Each party agrees to indemnify, defend and hold harmless, the other party from and against all liabilities and claims incurred or suffered by the other arising from:

(a)   any claim or allegation that any content provided by the party infringes a third party’s Intellectual Property Rights or constitutes an unlawful disclosure or misuse or misappropriation of another party’s trade secrets or confidential information;

(b)   any content provided by a party which is contrary to any laws; is contrary to any applicable Industry Code; is contrary to the codes administered by the Advertising Standards Bureau; is contrary to the requirements or directions of relevant Regulators; is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, libellous, offensive or objectionable; contains any misrepresentations or suggestion that any entity has the approval or sponsorship of any other entity which it does not have; or contains material or will relate to any financial matters which would require the other party to hold any particular financial services licence;

(c)   a breach by a party of any of its obligations under this Agreement.

8                 Termination

8.1         Either party may serve a written notice of termination on the other in the following circumstances:

(a)   the Licence Period has expired, and you provide us with one month’s written notice;

(b)   the other party commits a material breach of this Agreement which cannot be remedied or, if capable of remedy, is not remedied within ten (10) business days of the service on that party by the other of a written notice requiring that breach be remedied; or

(c)   an insolvency event has occurred in relation to the other party, in which case, it will have immediate effect.

8.2         If this Agreement is terminated pursuant to clause 8.1(b) or (c) we will not be obliged to remove the Digital Screens or Installations nor will it be liable for any cost to remove the Digital Screens or Installations from the Premises.

8.3         Termination or expiry of this Agreement is without prejudice to any accrued rights or liabilities of the parties.

9                General

9.1             Severability The parties agree that any illegal or unenforceable clause of this Agreement shall be severed from this Agreement and will not affect the continued operation of the remaining clauses.

9.2             Waiver A failure of any party at any time to insist on the performance of any provision of this Agreement is a not a waiver of that party’s rights to insist on the performance of that or any other provision of this Agreement.

9.3             Assignment You must not assign your rights or obligations under this Agreement without our consent.

9.4             Inconsistency The terms and conditions contained in the items of Schedule 1 shall prevail over any inconsistency in the body of this Agreement.  Where an item of Schedule 1 has been left blank, that item shall be deemed to be “not applicable” for the purpose of interpretation of this Agreement.