FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

member of the Manager Group) will be prohibited from engaging in other business activities or sponsoring, or providing services to,third parties that compete directly or indirectly with the Service Recipients.4.2 ExclusivityThe Service Recipients will not, during the term of this Agreement, engage any other Person to provide any servicescomparable to the Services without the prior written consent of the Managers, which may be withheld in the absolute discretion of theManagers.4.3 Independent Contractor, No Partnership, Joint Venture or AgencyThe parties acknowledge that the Managers are providing or arranging for the provision of the Services hereunder asindependent contractors and that the Service Recipients and the Managers are not partners or joint venturers with or agents of eachother, and nothing herein will be construed so as to make them partners, joint venturers or agents or impose any liability as such onany of them as a result of this Agreement; provided however that nothing herein will be construed so as to prohibit the ServiceRecipients and the Managers from embarking upon an investment together as partners, joint venturers or in any other mannerwhatsoever.ARTICLE 5MANAGEMENT AND EMPLOYEES5.1 Management and Employees5.1.1 The Managers will arrange, or will arrange for another member of the Manager Group to arrange, for such qualifiedpersonnel and support staff to be available to carry out the Services. Such personnel and support staff will devote such of theirtime to the provision of the Services to the Service Recipients as the relevant member of the Manager Group reasonably deemsnecessary and appropriate in order to fulfill its obligations hereunder. Such personnel and support staff need not have as theirprimary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of theServices to the Service Recipients.5.1.2 Each of the Service Recipients will do all things reasonably necessary on its part as requested by any member of theManager Group consistent with the terms of this Agreement to enable the members of the Manager Group to fulfill theirobligations, covenants and responsibilities and to exercise their rights pursuant to this Agreement, including making available tothe Manager Group, and granting the Manager Group access to, the employees and contractors of the Service Recipients as anymember of the Manager Group may from time to time request.-12 -