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

Conflict of        Means any actual, potential, or perceived conflict between the
Interest           private, financial, professional, personal, or other interests of a
                   party, its officers, employees, volunteers, contractors, or committee
                   members, and the party's obligations under this Agreement, where
                   such conflict could improperly influence, or be reasonably perceived
                   to influence, the party's decision-making, performance, or exercise
                   of its responsibilities under this Agreement.
Council            Means Noosa Shire Council ABN 97 969 214 121, which is the local
                   government exercising powers vested under the Local Government
                   Act 2009 for the Noosa Shire.
Council Logo       Means any registered trademarks, indicia, logos, emblems, symbols
                   or the like which are used by Council to brand and identify itself in
                   its day to day activities.
Council Material   Means any material, including without limitation, any software,
                   code, design, photographs, drawings, music, film, print, layouts,
                   documents, scripts, copy, logos and any other materials in any
                   medium, whether in hard or electronic form provided by the Council
                   to ZEN Inc to further the purposes and objectives of ZEN Inc
EV & Electrify     Means the ZEN Inc annual public event to showcase the transition
Everything Expo    to electric vehicles and the electrification of other everyday
                   household and business activities (e.g. solar, batteries, appliances,
                   e-mobility among others).
Fault              In relation to clause 12, fault means any negligent or wrongful act or
                   omission or wilful conduct.
Funding            Means all monies provided by Council to ZEN Inc under this
                   Agreement, whether by grant, contribution, subsidy, reimbursement,
                   or other form of financial assistance, for the purpose of carrying out
                   the Activities or achieving the outcomes outlined in ZEN Inc’s
                   Annual Operational Plan.
GST                Means the tax imposed under the A New Tax System (Goods and
                   Services Tax) Act 1999 (Cth) and any related legislation imposing
                   such tax, including any amendment, replacement, or successor
                   legislation.
Intellectual       Means any and all intellectual and industrial property anywhere in
Property           the world (including present and future intellectual property),
                   including confidential information, trade secrets, know-how or any
                   information kept confidential, copyright, inventions (including
                   patents), trademarks, service marks and other related marks,
                   designs, business names, domain names and company names,
                   semiconductor rights, eligible layouts and circuit layouts, software,
                   software programs and source code and plant breeder's rights
                   whether or not existing at the date of this agreement and whether or
                   not registered or registrable and includes any and all variations,
                   modifications or enhancements to each of them together with any
                   application or right to apply for registration of those rights and
                   includes all renewals and extensions.
KPI                Means the Key Performance Indicators or objective performance
                   measures which are submitted to Council in ZEN Inc’s Annual
                   Operational Plan, including discrete actions that must be achieved
                   as stated in ZEN Inc’s Annual Operational Plan.
Moral Rights       Has the meaning given in Part IX of the Copyright Act 1968 (Cth),
                   and includes the right of attribution of authorship, the right not to
                   have authorship falsely attributed, and the right of integrity of
                   authorship.

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