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 1 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; 2 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; 3 (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% 4 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.