Memorandum of Understanding (“Mou”) New

MEMORANDUM OF UNDERSTANDING (“MOU”)

NEW AFL HUNTER CENTRAL COAST LEAGUE

BETWEEN:

AFL (NSW/ ACT) COMMISSION LIMITED ABN 53 086 839 385 of Level 1, Sheridan Building, Moore Park Road, Moore Park, NSW 2021 (“AFL NSW/ ACT”) and

[CLUB NAME] ABN [#] of [#] (“the Club”)

RECITALS

A. AFL is the controlling body for Australian Football, responsible for the development and promotion of Australian Football both nationally and internationally.

B. AFL NSW/ ACT is recognised by the AFL as the body responsible for the promotion, development, management and control of Australian Football in New South Wales (“NSW”) and the Australian Capital Territory and, as a result, AFL NSW/ACT is responsible for the administration and development of Australian Football programs, competitions and associated events throughout the State of NSW and the Australian Capital Territory.

C. Black Diamond Australian Football League Incorporated (“the BDAFL”) was formed in 2000 from clubs participating in the Newcastle Australian Football League Incorporated and the Central Coast Australian Football League Incorporated as the governing body of senior competitions in the Hunter and Central Coast regions of NSW.

D. AFL Hunter Coast Incorporated (“AFLHC Juniors”) was formed in 2014 as the governing body of junior competitions in the Hunter and Central Coast regions of NSW. Prior to this, the governing body of junior competitions in the Hunter and Central Coast regions of NSW was AFL Greater Sydney Juniors Incorporated (which was formed from clubs participating in the 8 junior leagues, including Newcastle Junior Australian Football League Incorporated and Central Coast Junior Australian Football League Incorporated).

E. AFL NSW/ ACT has provided all affiliated Leagues with notice that the existing Affiliation Agreement will terminate on 31 October 2018. Amongst other things, the new League affiliation agreements provide certain benefits to Leagues of affiliation with AFL NSW/ ACT and a pre-condition of entering into the new affiliation agreements prior to the 2019 football season will be for Leagues to have in place certain governance requirements.

F. AFL NSW/ ACT will help to form a new incorporated association, to be known as AFL Hunter Central Coast Incorporated (“the League”), as the sole AFL affiliated league to govern and manage all AFL affiliated senior and junior AFL competitions in the Hunter- Central Coast region from 2019 onwards.

G. The Club will become an inaugural member of the League and participate in the

League’s competitions in 2019 in accordance with this MOU.

H. This MOU sets out below the legally binding agreement between AFL NSW/ACT and the Club regarding the League structure and associated governance arrangements for senior and junior AFL competitions in the Hunter-Central Coast region, and AFL NSW/ACT’s additional investment in the region.

OPERATIVE PROVISIONS

1. Definitions

(a) “Junior Member” means (i) a club which fields a team or teams in junior competitions administered by the League and (ii) the Umpire Member;

(b) “Senior Member” means (i) a club which fields a team or teams in senior competitions administered by the League and (ii) the Umpire Member; and

(c) “Umpire Member” means the Newcastle & Central Coast Umpires Association Incorporated or subsequent derivations thereof which represents the interests of AFL umpires in the Hunter and Central Coast region of NSW.

2. Term

This MOU shall commence on the date of signing by both parties and, subject to other provisions of this MOU, shall expire on 31 October 2022 (“Expiration Date”). 3. AFL NSW/ ACT’s Rights and Obligations

AFL NSW/ ACT agrees to:

(a) Establish the new local League, AFL Hunter Central Coast Incorporated, to commence from 2019 which will:

(i) Manage all AFL affiliated junior and senior Australian Football competitions in the Hunter and Central Coast regions of NSW;

(ii) Include a seven (7) member League Board, consisting of:

1. two (2) Board members elected by Senior Members (from the list of nominees for the Senior Member League Board positions) (“Elected Senior Board Members”);

2. two (2) Board members elected by Junior Members (from the list of nominees for the Junior Member League Board positions) (“Elected Junior Board Members”);

3. three (3) independent Board members appointed by AFL NSW/ ACT which will include the AFL NSW/ ACT Regional Manager and two (2) non-AFL NSW/ ACT employees who reside in the region;

4. individuals who must not hold an official position with a committee of a club who is a member of the League (upon their appointment as a League Board member);

(iii) At each Annual General Meeting, at least one (1) Elected Junior Board Member and one (1) Elected Senior Board Member must retire from office.

(iv) To ensure a staggering of elected Board Members, with respect to the election of the initial Board Members:

i. the Elected Senior Board Member and Elected Junior Board Member who received the most votes from Senior Members and Junior Members respectively will sit on the Board for the standard two (2) year term; and

ii. the Elected Senior Board Member and Elected Junior Board Member who received the second most votes from Senior Members and Junior Members respectively will sit on the Board for a one (1) year term.

(v) For the first three (3) years of the League’s operation, and in order to assist transition, the Board will also comprise one (1) additional Board member elected by Senior Members who must be an individual who has been a BDAFL Board member during the past five (5) years and one (1) additional Board member elected by Junior Members who must be an individual who has been a AFLHC Juniors Board member or Regional Committee member during the past five (5) years (“Additional Transition Board Members”). Each Additional Transition Board Member will serve a one (1) year term on the Board, and will also be subsequently eligible for re-election for an additional two (2) year term, such that the Board will consist of nine (9) Board members for the first three (3) years of the League’s operation. If there are no nominees which meet these criteria at the point of initial election or re-election of the Additional Transition Board Members, then an additional Elected Senior Board Member and/ or Elected Junior Board Member will be provided for the relevant term;

(vi) Junior Members and Senior Members will be the only voting members of the new League each with one (1) vote in each capacity of membership (i.e. junior or senior football), with regular consultation being conducted via Club Delegates Meetings and other regular forums.

(b) Offer the League affiliation pursuant to an Affiliation and Services Agreement and recognise the League as being responsible for the operation, management and conduct of the only affiliated Australian Football competitions in the region for the 2019 season onwards ensuring that the League and the Club receives the benefits of AFL affiliation including:

(i) all current staffing and services provided to the existing junior and senior leagues in addition to the additional resourcing and funding provided as outlined in this MOU;

(ii) access to the support and guidance provided by regional, state and national AFL staff including across football operations, umpiring, facilities, government, talent, coaching, club development, participation, regulatory and disciplinary, marketing etc;

(iii) access to the AFL’s Australian Football National Risk Protection Program (currently operated through JLT Insurance) consisting of public liability insurance (general & products liability), club management insurance, and personal injury – silver base cover including players, coaches, trainers and volunteers;

(iv) access to databases operated by Sports TG – including fixturing, results, team sheets, websites and other competition management activities;

(v) access to AFL facility development and grant funding;

(vi) opportunity to participate in League Representative Football matches involving AFL managed or affiliated leagues;

(vii) access to AFL talent programs including the Sydney Swans Academy, AFL Women’s Winter Series and AFL NSW/ ACT representative teams;

(viii) access to AFL accreditation programs such as umpire courses and coaching courses and resources such as coach.AFL;

(ix) support for the implementation of AFL NSW/ ACT Regulations and generic By-Laws, which includes access to appeals processes;

(x) access and support of AFL and AFL NSW/ ACT associated regulations and policies such as the AFL National Player Transfer Regulations, National Vilification and Discrimination Policy and National Player Deregistration Policy etc; and

(xi) numerous other affiliation benefits – see: http://aflnswact.com.au/community-football/benefits-of-affiliation/.

(c) Provide increased funding and investment to the League and League clubs for, as a minimum, the duration of the Term including:

(i) a new full-time Community Football Manager employed by AFL NSW/ ACT (as per Position Description previously provided by AFL NSW/ ACT to the Club);

(ii) two (2) full-time Football Operations roles employed by AFL NSW/ ACT under new streamlined administration structure (a Football Operations Manager and Football Operations Coordinator as per Position Descriptions previously provided by AFL NSW/ ACT to the Club who, together with the Community Football Manager are “the League Staff”), noting that the Football Operations Coordinator role will commence upon the affiliation of a sufficient number of clubs which comprise at least 75%

of the current number of teams participating in BDAFL and AFLHC Juniors competitions;

(iii) AFL NSW/ ACT to incur full cost of League Staff salaries, other than the League’s financial contribution to League Staff salaries totalling $30,000 excl. GST annually (representing $10,000 excl. GST per full-time staff member and a circa $50,000 reduction from the total contribution by BDAFL and AFL Hunter Coast leagues to staff salaries and honorariums in 2017) which will not increase; and

(iv) additional shared services media support representing 0.5 FTE for the promotion of competitions and clubs including establishing and managing new League website, social media channels, external communications, graphic design etc.

(d) Ensure that a member of the Working Party established to assist the transition to the new League or, if in place, the new League Board, who is not an AFL NSW/ ACT employee, will be involved in the process to shortlist and interview candidates for any League Staff positions;

(e) Provide one-off seed funding to the League of at least $20,000 to assist with cash flow and operational costs in the first season of operation;

(f) Ensure that there will be regular indirect reporting by regional AFL NSW/ ACT staff to the League Board to ensure the League’s continued alignment to AFL NSW/ ACT participation and facilities strategies including:

(i) relevant regional AFL NSW/ ACT staff Position Descriptions to be updated to include regular reports to be provided to the League’s Board across facility development, club development, football operations and umpiring); and

(ii) AFL NSW/ ACT game development staff to provide reports to the League’s Board regarding participation objectives and outcomes.

(g) Retain the history of local competitions including:

(i) ensuring all life members of the BDAFL, AFLHC Juniors, Newcastle Australian Football League Incorporated, Central Coast Australian Football League Incorporated, Newcastle Junior Australian Football League Incorporated and Central Coast Junior Australian Football League Incorporated become life members of the League (to be included in the League’s Constitution);

(ii) the use of the ‘Black Diamond’ name for senior competitions;

(iii) to undertake its best endeavours to procure the requisite rights to utilise the ‘Black Diamond Cup’ trophy for the senior men’s compeititon;

(iv) recognising and retaining the naming of respective League medals;

(v) recognising former local league premiers and former local league medal winners including best and fairest, best on ground in the Grand Final and leading goalkicker.

(h) Ensure that the League agrees in the League Affiliation & Services Agreement to reduce Senior Club and Junior Player affiliation fees payable to the League for 2019 relative to the fees payable in 2018, that it will not subsequently increase affiliation fees without the support of the majority of participating League clubs and ensure that there will be no additional mandatory categories of fees levied by the League in addition to affiliation/ registration, insurance, and representative football levy without the support of the majority of participating League clubs;

(i) Ensure that the League is not charged league affiliation fees (per number of teams) greater than any other AFL NSW/ ACT affiliated league, that the league affiliation fee charged in 2019 as communicated to leagues will not subsequently increase for the Term and that no additional mandatory categories of fees will be levied by AFL NSW/ ACT on the League, Club or players in addition to affiliation fees, services fees and insurance for the Term (unless otherwise agreed);

(j) Undertake that it will provide the League with an opportunity to provide submissions and seek amendments to with respect to the Affiliation and Services Agreement, AFL NSW/ ACT Regulations and AFL NSW/ ACT policies annually;

(k) Ensure that the League and the Club, including their respective players’ and officials’, have the ability to appeal determination or decisions of AFL NSW/ ACT, the League or relevant tribunals or disciplinary committees to the independent AFL NSW/ ACT Appeals Board in accordance with the AFL NSW/ ACT Regulations;

(l) Permit the League to enter into a preferred apparel supplier arrangement on the basis that such apparel supplier is an AFL NSW/ ACT approved apparel supplier as per the AFL NSW/ ACT Regulations and that League clubs are not required to order on-field and off-field apparel from such supplier;

(m) Permit the League to enter into any agreements, arrangements or understandings in respect of sponsorship, advertising or promotion provided that these would not in any way conflict or interfere with the full performance by AFL NSW/ACT of its obligations to any sponsor of AFL NSW/ACT;

(n) Undertake that the League (in consultation with its member Clubs) will, subject to compliance with the Affiliation and Services Agreement and AFL NSW/ ACT Regulations, determine the:

(i) League’s competition structures (which includes the divisions of competition, age groups, and the teams in each division of competition) after a consultation process involving all clubs, including receiving recommended options from clubs, where after such the proposed compeititon structure(s) will be tabled by the League to clubs requiring a majority vote of those clubs that the League’s Board have determined have a vested interest in that proposed compeititon structure for the relevant season;

(ii) Season Fixtures including any Themed Rounds;

(iii) League annual budgets which will remain, to the extent possible, separated across junior and senior competitions with draft proposed budgets circulated to all League member club delegates no later than twenty-one (21) days prior to the start of the League’s financial year for review and comment;

(iv) League By-Laws, which will be separate for Hunter juniors, Central Coast juniors and seniors competitions, and developed through a scheduled consultation and review process involving all affected Junior Members and Senior Members (with proposed League By-Laws being circulated to all League member club delegates for feedback);

(v) match video recording and broadcasting arrangements including live streaming (such as Bar TV or another provider);

(vi) League’s Annual Season Launches and Awards Nights;

(vii) Representative Football matters including the opposition and scheduling;

(viii) preparation and development of an annual report including annual Financial Report to be provided to all League members and clubs;

(ix) preparation and publication of a weekly Football Record in line with current framework; and

(x) other operational matters. 4. Club Rights and Obligations

(a) The Club agrees to become an inaugural member of the League and sign the Application for Incorporation of Association Form attached to this MOU by 8 October 2018 or as otherwise agreed by the parties.

(b) The Club will have one (1) vote as a Senior Club member of the League if it fields a team in a League senior competition and one (1) vote as a Junior Club member of the League if it fields a team in a League junior competition.

(c) The Club agrees to enter into a Club Participation Agreement with the League by the later of 31 October 2018 or within fourteen (14) days of the League being incorporated (as outlined in Appendix A) and only field [junior teams in the League’s junior competitions and senior teams in the League’s senior competitions – DELETE IF ONE IS NOT APPLICABLE] for the duration of the Term.

(d) Upon agreeing to become an inaugural member of the League pursuant to this MOU, the Club will have a right to vote to elect the initial Junior Member and/ or Senior Member elected League Board positions.

(e) The Club acknowledges that the League must comply with the Affiliation and Services Agreement, and AFL NSW/ ACT Regulations.

5. Publicity

Any and all publicity relating to the arrangements outlined in this MOU must be agreed in writing in advance by both parties provided that the parties acknowledge and agree that that they will each use their best endeavours, in co-operation with each other, to maximise the positive public relation impact of the contractual relationship. 6. Termination

A party shall have the right to terminate this MOU if:

(a) another party commits a material breach of this MOU, which is capable of being remedied, that is not remedied within thirty (30) days of receiving a written notice from another party specifying the breach and requiring it to remedy the breach; or

(b) another party resolves to become, or is under the threat of becoming, subject to any form of insolvency administration. 7. General

7.1 Entire Agreement

This MOU contains the entire agreement between the parties and cannot be amended except in writing signed by both parties. A waiver by any party of any term or condition shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof.

7.2 Severability

If any part of this agreement is found to be invalid or of no force or effect under any applicable laws then this MOU shall be construed as though such part had not been inserted and the remainder of this MOU shall retain its full force and effect.

7.3 No Assignment

A party shall not assign, license or otherwise deal with this MOU without the prior written consent of the other party.

7.4 Governing Law

This MOU is governed by and construed in accordance with the law of the State of New South Wales and the Commonwealth of Australia. The parties submit to the exclusive jurisdiction of the Courts of that State and the Commonwealth of Australia in respect of all matters or things arising out of this MOU.

Executed as an Agreement

Signed for and on behalf of AFL (NSW/ ACT) ) COMMISSION LIMITED ABN 53 086 839 385 ) by its duly authorised representative/agent in ) the presence of: )

...... Signature of witness Signature of authorised representative/agent By executing this agreement the representative/agent states that he/she has received no notice that his/her authority to do so has been revoked.

...... Name of witness Name of authorised representative/agent (please print) (please print)

Signed for and on behalf of [CLUB] ABN [#] by ) its duly authorised representative/agent in the ) presence of: ) )

...... Name of witness Name of authorised representative/agent (please print) (please print)