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

13.2 ZEN Inc agrees that it must not make a press release, announcement or other public
     statement about this Agreement or the subject matter of this Agreement, except as
     required by law or with the prior written approval of Council.

13.3 If a Party becomes aware of or reasonably suspects a breach of this clause 13 that
     Party will immediately notify the other Party to this Agreement and take reasonable
     steps to prevent or stop the suspected or actual breach.

14 TERMINATION

14.1 Show Cause
       (a)    If ZEN Inc commits a breach of the Agreement or its constitution, then Council
              may give ZEN Inc a notice to show cause (a Show Cause Notice). The Show
              Cause Notice shall:

              (i)     state it is a notice under this clause 14.1;

              (ii)    set out details of the alleged breach;

              (iii)   state that ZEN Inc is required show cause in writing why Council
                      should not exercise a right referred to in clause 14.1(b); and

              (iv)    state the date and time by which ZEN Inc must show cause to Council
                      (which time must be a reasonable period having regard to the nature
                      of the breach).

       (b)    If ZEN Inc fails to show reasonable cause by the date and time stated in the
              Show Cause Notice, Council may immediately terminate the Agreement by
              written notice to ZEN Inc.

14.2 Other Termination Rights
   In addition to the rights to terminate in clause 14.1 or provided for elsewhere in this
   Agreement Council may terminate this Agreement with immediate effect by giving notice
   to ZEN Inc if:

       (a)    ZEN Inc breaches a material provision of this Agreement or its constitution
              and that breach is not, in the opinion of the Council, capable of remedy;

       (b)    ZEN Inc notifies the Council that the activities are not to proceed; or

       (c)    ZEN Inc becomes insolvent, subject to administration, unable to meet its
              debts, or decides to windup itself.

14.3 Termination for convenience
       (a)    Council may terminate this Agreement for convenience at any time by giving
              ZEN Inc 60 days' written notice.

       (b)    Without limitation, Council may exercise this right where there is a change in
              Council's strategic priorities, budget, funding availability, financial
              circumstances, governance arrangements, or following the election of a new


                                                                                            13