ZERO EMISSIONS NOOSA (ZEN) Inc. ALLIANCE AGREEMENT · Attachment 1_ZEN Inc Alliance Agreement 2026-2029

                 ii) Ownership of commercialisable Intellectual Property (e.g. patents) will be
                     shared between Project Partners according to the financial contribution (cash
                     and in-kind) to the project by each Partner;

                 iii) Ownership of non-commercialisable Intellectual Property will be shared as per
                      part (ii) but with each Project Partner having the right to reproduce,
                      communicate, adapt, extend, and utilize that IP;

                 iv) Subject to parts (ii) and (iii), ownership of copyright in any published work is
                     determined in accordance with the Copyright Act 1968 (Cth); and,

                 v) Use of images, artwork or other material owned by a third party is subject to
                    the permission of that third party.

11.3     Dealing with Intellectual Property
             ZEN Inc warrants that it is entitled, or will be entitled at the relevant time, to deal with
             the Intellectual Property in both the Council Material and the ZEN Inc Program
             Material in accordance with this clause 11.

11.4 Consent to Specified Acts
   a) ZEN Inc agrees:
        i) To obtain from each author of any ZEN Inc Program Material a written
            consent to the Specified Acts (whether occurring before or after the consent is
            given) which extends directly or indirectly to the performance of the Specified
            Acts by Council or any person claiming under or through Council;

                 ii) To obtain from each author of any ZEN Inc Program Material a written
                     consent to the Specified Acts (whether occurring before or after the consent is
                     given) which extends directly or indirectly for Council's benefit in relation to
                     Council’s licensed use of such material; and,

                 iii) Upon request, to provide the executed original of each such consent to
                      Council.

12 INDEMNITY & LIABILITY

12.1 General indemnity
   ZEN Inc indemnifies (and agrees to keep indemnified) Council against any:

   a) Cost or liability incurred by the Council;
   b) Loss of or damage to property of the Council; or
   c) Loss or expense incurred by the Council in dealing with any claim against it, including
       legal costs and expenses on a solicitor/own client basis and the cost of time spent,
       resources used, or disbursements paid by the Council;
   arising from:

       i.       Any act or omission by ZEN Inc or ZEN Inc's Personnel (whether voluntary or
                paid) where there was fault on the part of the person whose conduct gave rise to
                that cost, costs, liability, loss, damage or expense;
       ii.      Any breach by ZEN Inc of this Agreement; or



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