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

             Council. Upon termination, Council is not required to provide any further
             Funding under this Agreement.

14.4 Consequences of termination or expiry
      (a)    Upon termination or expiry of this Agreement ZEN Inc must:

             (i)     Stop or reduce the performance of ZEN Inc obligations related to the
                     Funding as specified in the notice;

             (ii)    Take all available steps to minimise loss resulting from the termination
                     or reduction;

             (iii)   Continue work on any part of the ZEN Inc program not affected by the
                     notice; and

             (iv)    Immediately return to Council any Funding relating to the part of the
                     ZEN Inc Activities affected by the notice and that has not, in Council's
                     opinion:

                     (A)    Been spent in accordance with this Agreement; or

                     (B)    Been committed by ZEN Inc in accordance with this Agreement
                            and is payable as a current liability.

             (v)     Or otherwise deal with any Funding held by ZEN Inc as directed by
                     Council.

      (b)    The Licence granted under clause 11.1 will also come to an end upon
             termination or expiry of this Agreement, such that ZEN Inc must cease use of
             all Council Material and all Council Material must be handled in accordance
             with clause 11.1c).

14.5 Council's liability upon termination for default
   Where Council terminates this Agreement under clause 14.1(b) or clause 14.2, Council:

      (a)    Will be liable only for payments due and owing to ZEN Inc under the payment
             provisions of this Agreement as at the date of the notice; and

      (b)    Will be entitled to recover from ZEN Inc:

             (i)     Any part of the Funding which has not been legally committed for
                     expenditure by ZEN Inc in accordance with this Agreement and is not
                     payable by ZEN Inc as a current liability by the date of termination; or

             (ii)    Any part of the Funding which has not, in the Council’s opinion, been
                     spent by ZEN Inc in accordance with this Agreement; and

             (iii)   Where ZEN Inc becomes liable to repay the Funds to the Council under
                     clause 10.2.




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