a) Bridge Architects Ltd (Bridge) is a firm of architects based in Sydney. It specialises in high

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a) Bridge Architects Ltd (Bridge) is a firm of architects based in Sydney. It specialises in high level modelling and drawing that is used for blueprint purposes for a variety of structures. To perform these functions, Bridge uses the MD 101 program from Model Draw, which is expensive but considered to be the premium software on the market. However, because the business has started to slow down, John, the owner and General Manager of Bridge, has been in discussions for quite some time with Chris, the CEO of Model Draw to become the exclusive distributor of Model Draw's software in Australia in addition to Bridge's architectural work. Finally, in the last month, both businesses entered into an agreement entitled as "Contract for Exclusive Distributorship". The contract includes the following terms:

1. Bridge Architect Ltd (Bridge) is appointed as the distributor by Model Draw and granted exclusive distribution rights of Model Draw's software during the term of this agreement. 2. Bridge and Model Draw are not partners and do not intend to be partners.

3. Bridge hereby assigns to Model Draw one-third of its interest in the distribution business, including the right to receive one-third of Bridge's profits from the business.

4. Bridge shall keep Model Draw informed as to the affairs of Bridge and shall consult with Model Draw before taking any major decisions concerning the business.

5. To avoid any conflict of interest, Bridge shall not transact with any competitor to Model Draw's business and in particular shall not enter into any distribution agreement with any similar software business.

The contract has proved to be beneficial for both businesses and Model Draw has received considerable profits from it. By referring to relevant statutory provisions and case laws, explain whether there is a partnership between Bridge and Model Draw.