Meeting papers

Document Set ID: 22408732
                                       Page 20 of 28
Version: 2, Version Date: 08/05/2023

HWL
                                                                                             EBSWORTH

               8.      Termination

               8.1     To the exclusion of clause 8.2, either party may terminate this Deed within 14 days of
                       the date the Dispute Resolution Process ends in accordance with clause 7.6 (c).
               8.2     Either party may terminate this agreement immediately if the other Party is adjudicated
                       as insolvent, is placed into liquidation, enters into a scheme of arrangement for the
                       benefit of its creditors, has a receiver appointed or fails to continue, its business or
                       charitable activities (as the case may be).
               8.3     If this Deed is terminated by Council prior to the expiration of the Term:
                                               (a)     TN must pay to Council, any portion of the Funding
                                                       uncommitted by TN within 60 days of such termination;
                                               (b)     Provide to Council a non exclusive, royalty free licence
                                                       to use TN’s Intellectual Property.

               9.      Confidentiality
              | 9.1    A Party must not, without the prior written consent of the other, disclose Confidential
                        Information to any other person or entity, except where the disclosure is required for the
                       proper performance of obligations under this Deed or otherwise as required or permitted
                       by law.
               9.2     On expiration of the Term or earlier termination of this Deed, a party must, at the
                       request of the other party, immediately return the Confidential Information to the first
                        party or destroy the Confidential Information (as the first party directs) and certify to the
                       first party in writing that it has complied with this clause.

                10.     General Provisions

                10.1.  This Deed does not create any partnership, contract of employment or employment
                        relationship, joint venture or relationship of principal and agent between the Parties, and
                        neither Party has the authority to bind the other Party, pledge the credit of any Party or
                        bind the Party to any obligation whatsoever, without specific consent in writing of the
                        other Party.
                10.2    Aparty giving notice under this Deed must do so in writing to the person and at the
                        address or email address specified in item 3 of Schedule 1 of this Deed.

                10.3    Variation
                                                (a)     Any variation, modification or waiver of any provision in
                                                        this document, or consent to any departure by a Party
                                                        from a provision:

                 Tourism Noosa Funding Deed          :                                                    Page 9
                 Endorsed Ordinary Meeting- 20 April 2023
                 ECM: 22408732

Document Set ID: 22408732
Version: 2, Version Date: 08/05/2023                                                                              Page 20 of 28