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FURTHER REPORT - TOURISM NOOSA FUNDING AND PERFORMANCE DEED 2026–2029 · Attachment 1 - 29-05-2026_TN Funding Deed_FINAL
ATTACHMENT 1
Tourism Noosa Funding and Performance Deed
Parties Noosa Shire Council ABN 97 969 214 121
of 9 Pelican Street, Tewantin, Queensland
(Council)
Tourism Noosa Ltd ABN 45 097 924 199
of 2 Parkyn Court, Tewantin, Queensland
(TN)
Recitals A. Tourism Noosa Ltd was established as a not-for-profit
Company Limited by Guarantee in August 2001 to manage the
marketing and promotion of Noosa as a tourism destination on
behalf of its members. The organisation is evolving its role as a
Destination Management Organisation (DMO).
B. Council is the local government for Noosa Shire and has been
the predominant funder of TN and intends to provide further
funding for three (3) years from 1 July 2026 by virtue of this
Deed.
C. This Deed sets out details of the intended funding for that
arrangement including the terms and conditions upon which
the funding is provided.
This Deed witnesses that in consideration of, among other things, the mutual promises
contained in this Deed the Parties agree as follows:
1. Definitions and interpretation clauses
1.1 Definitions
The following definitions apply in this Deed:
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Agreed means the obligations and deliverables to be completed by TN
Obligations under this Deed as set out in Schedule 1.
means the annual performance outcomes report to be provided to
Council by TN on or before 31 July each year during the Term
(and any Further Term as applicable):
i) demonstrating the extent to which all obligations in
this Deed, including compliance with and
achievement of the Agreed Obligations in Schedule 1
and KPIs in Schedule 2, the status of those
obligations and funds committed to each;
ii) a concise annual summary covering service delivery
against brand, industry, sustainability and community
indicators;
Annual Outcome
iii) an update on the transition progress described in the
Report
Roadmap, which maps the evolution of TN’s
organisational structure and strategic focus;
iv) update on achievements against TN’s updated
strategic plan aligned with DMP;
v) providing draft and/ or final financial statements and
details of any alternative revenue stream(s) received
during that year; and
vi) any other documents, statements or other material
reasonably required by Council to ascertain TN’s
performance and compliance with obligations under
this Deed and the application of the Funding.
means the distinctive features, values espoused and fostered,
Brand
that identify Noosa as a destination.
means any claim, demand, complaint, causes of action, cross-
claim (and counterclaim), action, suits or proceeding, whether
Claim
present or contingent, known or unknown and which could be
brought now or in the future including interest and costs.
means any information, which is not in the public domain, which a
Confidential
Party makes available to the other Party (or that Party's officers,
Information
employees or agents).
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means a cash account equivalent of $200,000 to be maintained
by TN during the term of this Deed and administered in
accordance with the terms of this Deed. The purpose of this fund
Contingency Fund
is to provide for unforeseen expenditure on TN activities that fall
outside of TN’s Destination Noosa Strategy 2023 – 2027 (or its
equivalent as updated during the Term of this Deed).
means this deed (the Tourism Noosa Funding and Performance
Deed
Deed).
means the plan and associated documents that Council has
Destination developed with the community and stakeholders to manage the
Management Plan visitor economy and destination to ensure tourism enhances the
community and positively contributes to Noosa
Destination Noosa means the Council-approved strategy document developed by
Strategy 2023- and for TN for four years from 2023 to 2027 (or its equivalent as
2027 updated during the Term of this Deed).
means an entity to be established by Council, comprised of key
Destination
representatives including Tourism Noosa, agencies, community
Stewardship
and industry bodies to provide strategic oversight and guidance
Council
for implementation of the DMP.
means the date on which the last of the Parties provides its
Effective Date
executed counterpart Deed to the other party.
means the management of sponsorship contracts for tourism
Events
events to be delivered annually on an ongoing basis, and the
Sponsorship
process for inviting, assessing, allocating sponsorship,
Program
contracting, and monitoring of tourism events to be delivered.
Events
means the online tool developed by TN used to guide and assess
Sustainability
sustainability criteria applied to Tourism-Related Events
Criteria Tool
means the period from 1 July to 30 June for each year in the
Financial Year
Term.
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means anything beyond a party’s (the “Affected Party”)
reasonable control that occurs without the fault or negligence of
that party, including, but not limited to, fire, storm, flood,
Force Majeure earthquake, disaster, explosion, war, terrorism, invasion,
Event rebellion, sabotage, pandemic, epidemic, supply shortage, law,
rule or regulation of any government or governmental agency,
and executive or administrative order or act of general or
particular application.
means the amount of $2,000,000 (excluding GST) per annum,
Funding payable by Council to TN during the Term in accordance with
clause 2.1 of this Deed.
means a further successive period of up to three (3) years
Further Term beyond 30 June 2029, if elected and notified by Council in
accordance with clause 3.1
means all copyright, trademark, design, patents or any other
Intellectual intellectual property rights, or rights to registration of such rights
Property existing in Australia or elsewhere or as protected by legislation,
whether created before, on or after the Effective Date.
means the measurable performance indicators and associated
Key Performance targets set out in Schedule 2 (Performance Scorecard), against
Indicators (KPIs) which TN’s performance will be assessed for the purposes of
determining any Performance Adjustment.
means any part of the Funding that is used, spent, committed, or
otherwise applied for a purpose that is not:
i) a legitimate organisational expense; or
ii) reasonably and properly incurred in delivering the
Misapplied Funds
Agreed Obligations and KPIs or performing TN’s
obligations under this Deed;
and includes any expenditure that is unauthorised, unlawful,
improper, outside the scope of this Deed or inconsistent with
the approved Destination Noosa Strategy.
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means Council’s appointed representative that will attend TN
Observer board meetings and otherwise participate in TN activities in the
role of observer as reasonably required.
means an amount up to a maximum of $350,000 (excluding GST)
Performance that may be withheld by Council from the Second Instalment of
Adjustment the Funding, determined in accordance with clause 2.4, Schedule
2 and Schedule 3 of this Deed.
means the performance framework set out in Schedule 2 which
Performance
defines the KPIs, targets, and measurement approach used to
Scorecard
assess TN’s performance in accordance with Schedule 3.
means the adopted plan by Council guiding the contemporary
transformation of TN to accommodate the future needs of the
Road Map
Noosa community in relation to Brand and destination
management, including the DMP.
Term means 1 July 2026 to 30 June 2029 inclusive.
means events that are purposefully designed and marketed to
attract overnight visitors from outside the Noosa local government
Tourism-Related
area, with the primary intent of stimulating tourism-related
Events
economic activity such as accommodation, dining, and transport
services.
Visitor
means the physical location that provides information to tourists
Information
and point of sale for tourist items.
Centre
1.2 Interpretation
In this Deed:
(a) headings are for convenience only and do not affect interpretation;
(b) a reference to any legislation, ordinance, code or other law includes all
legislation and other instruments under it and any consolidations, amendments,
modifications, re-enactments or substitutions of it;
(c) words denoting the singular include the plural and vice versa;
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(d) words denoting individuals include corporations, associations, trusts,
authorities, instrumentalities, partnerships and vice versa;
(e) words denoting any gender include every gender;
(f) where a word or phrase is defined, its other grammatical forms have a
corresponding meaning;
(g) a month means a calendar month;
(h) if the date for the performance of any act or thing falls on a Saturday, Sunday or
public holiday in Tewantin, then the date for performance will be the next
Business Day following that date;
(i) a reference to $ or dollar is to Australian currency;
(j) reference to party, part, clause, annexure or schedule is a reference to party,
part, clause, annexure or schedule to this Deed as modified or varied from time
to time;
(k) each schedule, annexure, or attachment to this Deed forms part of this Deed
and shall have the same force and effect as if set out in the body of this Deed.
Any reference to this “Deed” includes all such schedules, annexures, and
attachments.
(l) references to any party to this Deed or any other document, deed or agreement
shall include its executors, administrators, substitutes, nominees, agents,
successors and permitted assigns;
(m) the obligations of all parties to this deed shall be joint and several in nature (as
and between all parties to this Deed);
(n) a reference to writing includes a facsimile or e-mail transmission and any
means of reproducing words in a tangible and permanently visible form;
(o) if any term of this Deed is legally unenforceable or made inapplicable, it will be
severed or read down but so as to maintain, as far as possible, all other terms
of this Deed. This shall apply unless doing so would change the underlying
principal commercial purpose of this Deed; and
(p) no rule of construction will apply to a provision of this Deed to the disadvantage
of a party merely because that party put forward the provision or would
otherwise benefit from it.
1.3 This Deed is effective on the Effective Date.
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2. Funding
2.1 Council will provide the Funding to TN, subject to clause 2.4, in three instalments paid
as follows:
(a) First Instalment: $650,000 (excluding GST) on or before 31 July each
Financial Year; and
(b) Second Instalment: $350,000 (excluding GST) on or before 30 September
each Financial Year, subject to any Performance Adjustment in accordance with
clause 2.4;
(c) Third Instalment: $1,000,000 (excluding GST) on or before 31 January each
Financial Year.
2.2 For the Financial Year 2026–27 (year 1) of the Term, the First Instalment, Second
Instalment and Third Instalments are payable in full and are not subject to any in-year
performance adjustment.
2.3 For the Financial Years 2027–28 and 2028–29 (years 2 and 3 of the Term), and during
any Further Term, the Second Instalment may be subject to the Performance
Adjustment in accordance with clause 2.4. The Third Instalment is payable in full and is
not subject to any in year performance adjustment. For clarity, at the expiration of the
Term where a Further Term for the Deed is not granted, the Performance Adjustment
will not be applied, as the Deed is at an end.
2.4 Performance Adjustment
(a) TN must provide Council with the Annual Outcome Report;
(b) From Financial Year 2027–28 of the Term and each year following (including
any Further Term) on or after 31 July of each year, Council will assess the
Annual Outcome Report of the previous financial year to determine whether or
not TN has discharged its obligations under this Deed:
(c) Council will, acting reasonably and based on the Annual Outcome Report,
assess TN’s performance against the KPIs set out in Schedule 2 (Performance
Scorecard) for the prior Financial Year;
(d) Performance will be assessed using the scoring methodology set out in
Schedule 3, and where KPIs have not been satisfactorily achieved with
reference to the Performance Scorecard in Schedule 2, Council may apply a
Performance Adjustment in accordance with Schedule 3;
(e) Council must notify TN in writing of any Performance Adjustment no later than
the date on which the Second Instalment falls due and provide reasons, which
identify the KPIs in the Performance Scorecard not achieved and the basis for
the deduction applied.
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2.5 Underperformance Review and Termination Rights
(a) If Council’s assessment under clause 2.4(c) determines that TN has achieved a
total score of less than 50 points under Schedule 3 for any Financial Year
Council must issue a notice to TN to meet to conduct a performance review
(Performance Review Meeting) with the purpose to identify the causes of
underperformance and agree on any required remediation actions.
(b) Council and TN must meet to conduct the Performance Review Meeting within
30 days of the notice issued under clause 2.5(a).
(c) If TN achieves a total score of less than 50 points under schedule 3 for two (2)
consecutive Financial Years, Council will have an immediate right to terminate
this Deed by written notice to TN. This right is exercisable at Council’s sole
discretion and is in addition to any other rights Council may have under this
Deed or at law.
(d) The conduct of a Performance Review Meeting under clause 2.5(a) does not
limit Council’s rights under clause 2.4(b) and does not prevent Council from
applying any Performance Adjustment in accordance with clause 2.4.
2.6 TN must use the Funding, to carry out its obligations under this Deed, including
complying with the Agreed Obligations in Schedule 1 and delivering performance
against the KPIs in Schedule 2. This may include reasonable operational and
administrative expenses necessary for delivering those obligations. TN must not use the
Funding, for any unrelated purpose, unless otherwise approved in writing by Council,
otherwise clause 2.13 applies.
2.7 Agreed Obligations
(a) TN must comply with and perform the Agreed Obligations set out in Schedule 1,
as amended from time to time in accordance with clause 4.1, for each year in
the Term; and
(b) Failure to comply with the Agreed Obligations constitutes a default under this
Deed and is subject to the process set out in clause 9.2; and
(c) For clarity, the Agreed Obligations in Schedule 1 are not subject to performance
scoring or Performance Adjustment under Schedules 2 and 3.
2.8 Subject to the terms of this Deed:
(a) the Funding is for the Term or balance of the Term remaining; and
(b) the Funding must be spent by TN within the Term or such other period as
approved in writing by Council.
2.9 Any portion of the Funding not spent by TN in accordance with clause 2.8(b) must be
repaid to Council within 60 days of the expiry of the Term.
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2.10 The Funding is the total amount of funding which will be provided by Council to TN each
year during the Term.
2.11 If, despite clause 2.10 above, TN seeks additional funding from Council, the additional
funding must be for a purpose which aligns with the DMP and other relevant Council
strategies and TN must make a request in writing to Council for that funding, and
Council may, in its sole discretion, approve or decline that request for additional funding.
2.12 On the anniversary of the commencement date of the Term (Adjustment Date), the
amount of the First Instalment, Second Instalment and Third Instalment that comprise
the Funding will increase by the lesser of:
(a) The percentage change in the Consumer Price Index (All Groups Brisbane) as
published by the Australian Bureau of Statistics, for the most recent published
quarterly CPI rate (March quarter) preceding the Adjustment Date; and
(b) 3.5%.
If the CPI percentage change for the relevant quarter is negative, no adjustment will
apply and the Funding Amount will remain unchanged. For clarity, this is a
compounding percentage increase applied annually to the Funding amount paid for the
preceding Financial Year.
2.13 Misapplied Funds
(a) If TN uses any amount of the Funding other than in accordance with this Deed,
including but not limited to using any of those amounts in contravention of any
part of this Deed or Schedule (Misapplied Funds):
(i) Council may, by written notice, require TN to refund the Misapplied
Funds; and
(ii) if Council exercises its rights under the preceding subclause, then
TN must within 10 Business Days of receipt of the notice refund
the Misapplied Funds plus any interest on it calculated on daily
balances at the rate per annum determined by the Supreme Court
of Queensland on judgments by default as applicable at the date of
Council’s notice and is fully capitalised on the last Business Day of
each month if unpaid; and
(iii) if the Misapplied Funds are not repaid in accordance with the
preceding subclause, Council may:
(A) recover the amount as a liquidated debt due to Council; or
(B) set the amount off against any other amount payable by Council
to TN, whether under this Agreement or otherwise.
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(b) Nothing in this subclause affects the accrued rights or remedies of Council,
including the right to terminate this Agreement in accordance with Clause 9.
(c) This clause 2.13 survives the expiration or termination of this Agreement for any
reason, and applies where Council becomes aware of Misapplied Funds after
the end of the Term (or Further Term).
3. Further Term
3.1 The Deed may be renewed for a Further Term following a resolution by Council, and by
Council providing TN with written notice to renew on or before 31 January 2029. The
notice must confirm the duration of the Further Term.
3.2 The Parties may, but are not obliged to, agree to a Further Term or a further funding
agreement for the period from 1 July 2029 onwards.
4. Deed Review and Funding Adjustment
4.1 On or before each anniversary of the Term’s commencement, the Parties will review the
Agreed Obligations in Schedule 1, the KPIs in Schedule 2 and performance scoring
framework in Schedule 3, and may, by mutual written agreement by 30 June, amend
any Schedule to maintain alignment with the DMP or address emerging issues. Any
agreed adjustments must be annexed to the Deed as a replacement Schedule.
4.2 Once established, the Destination Stewardship Council may provide strategic oversight,
input and guidance to the Parties for adjusting Agreed Obligations and KPIs under
clause 4.1, in order to align with the DMP principles and priority actions, however the
Parties are under no obligation to adopt, implement, or otherwise incorporate any
guidance provided by the Destination Stewardship Council.
4.3 The Parties may review and adjust the Funding (whether an increase or decrease) if an
external event occurs that results in TN receiving a substantial sustainable alternative
source of funding.
4.4 Any adjustment to the Funding under this clause must be reasonably proportionate to
the financial impact of the alternative funding source and must be agreed in writing by
the Parties.
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5. Party obligations
5.1 Insurance
(a) TN must, at its own cost, take out and maintain during the Term of this Deed the
following insurances with a reputable insurer licensed in the jurisdiction:
(i) Public Liability Insurance for an amount not less than $20 million
per occurrence, covering claims in respect of personal injury,
death, or property damage arising out of or in connection with the
performance of this Deed;
(ii) Professional Indemnity Insurance (if applicable) for an amount
not less than $2 million per claim and in the aggregate, covering
liability for any negligent acts, errors, or omissions in the provision
of services under this Deed;
(iii) Workers Compensation Insurance as required by law for its
employees; and
(iv) Any other insurance that a reasonable and prudent business in the
same industry would maintain or that is reasonably necessary to
protect against the risks associated with the performance of this
Deed.
(b) TN must, upon request, provide the other party with certificates of currency
evidencing the above insurances and must notify the other party of any
cancellation or material change to the policies.
5.2 Governance
(a) TN may review and make appropriate changes to its Annual Operational and/or
Business Plan upon reasonable request by Council.
(b) Both Parties will conduct themselves in accordance with best practice standards
of internal governance.
(c) TN will cooperate with Council and take appropriate action to address any
reasonable corporate governance concerns raised by Council.
(d) Council's appointed Observer will be invited to and included in all TN Board
meetings.
(e) TN may present material to Council at any time where they have requested in
writing to do so, and the request has been approved by Council.
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(f) Parties will notify each other upon becoming aware of a breach or suspected
breach of any of their obligations under this Deed and provide the other Party
such details of the breach or suspected breach as reasonably requested.
(g) A Party may not, assign any of their interest in or obligations under this Deed
without the written agreement of the other party.
(h) TN must not, by any act or omission, conduct itself in a manner which adversely
affects, or which is reasonably likely to adversely affect Council or the
reputation of Council.
(i) Council will comply with its maintenance or other obligations existing under any
Visitor Information Centre (VIC) leases (where applicable) within a reasonable
time.
5.3 Destination Management Plan
(a) Council has adopted a DMP that will be supported by a three (3) year
implementation plan and monitoring and evaluation program.
(b) The DMP implementation, monitoring and evaluation plan informs the Agreed
Obligations and KPIs and will continue to inform any adjustments to the Agreed
Obligations and KPIs implemented in accordance with clause 4.1.
5.4 Reports
(a) Within 10 business days of the end of each quarter, or upon request by Council,
TN will provide Council with financial and other reports relating to the
expenditure of the Funding and other benefits attributable to the Funding.
(b) Every year on or before 31 July during the Term, TN must provide Council with
an Annual Outcome Report, which summarises and combines the results
shown in the quarterly reports submitted for the relevant year.
(c) The reports provided pursuant to clause 5.4(a) and 5.4(b) must document the
status of each of the Agreed Obligations in Schedule 1 and performance
against the KPIs in Schedule 2, including the financial commitments to each of
these.
(d) TN must keep adequate accounts, documents, and records in sufficient detail to
enable and verify its compliance and performance against this Deed.
5.5 Council Acknowledgement
(a) TN will, in its corporate publications, marketing and other initiatives, where
appropriate, acknowledge Council as the primary funding partner and / or
supporter of TN.
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(b) TN will comply with Council policies and protocols in relation to media,
marketing, communications, community engagement and events where Council
is directly involved.
(c) TN will invite the Mayor, Deputy Mayor and Councillors to all TN events. If the
Mayor is unable to attend, the Deputy Mayor will be the designated primary
representative. If the Mayor and Deputy Mayor are unable to attend, Council
may nominate a representative to attend that will be the designated primary
representative and will be acknowledged.
(d) TN will provide the Mayor, Deputy Mayor or the Observer opportunities to
engage in Regional Tourism Organisation, State Tourism Organisation, and
National Tourism Organisation events as well as trade and industry events, at
Council's cost.
6. No liability
6.1 Council shall not be liable to TN or to any other person for any loss, damage, or injury
sustained by any person or to any property, howsoever caused, arising out of or in
connection with this Deed except to the extent of any such loss, damage or injury
caused by a negligent or wilful act, or default by Council.
7. Intellectual Property
7.1 The Parties acknowledge that they each have rights to certain Intellectual Property and
nothing permits the use, reproduction, publication, adaptation or communication of
Intellectual Property of the other Party unless expressly authorised by that Party, unless
and to the extent clause 7.2 applies.
7.2 TN grants to Council, for the Term of this Deed, an irrevocable, royalty free, non-
exclusive, non-transferable licence to use, copy, reproduce, modify and adapt TN’s
Intellectual Property associated with and created for the Events Sponsorship Program
for Council to carry out the Events Sponsorship Program as contemplated by this Deed
with the exception of the Events Sustainability Criteria Tool.
7.3 TN grants to Council, an irrevocable, royalty-free, non-exclusive and non-transferable
licence to use the Events Sustainability Criteria Tool. TN may upon reasonable request
by Council, modify or adapt the Events Sustainability Tool to enable its application
across Council’s suite of managed events, including but not limited to non-Tourism-
Related Events.
7.4 The Parties agree to create an image and data pool that may be used by either Party for
the purposes of advancing mutual objectives as guided by the DMP, the Events
Sponsorship Program, Tourism-Related Events and TN’s activities or other objectives to
be mutually agreed.
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8. Dispute resolution
8.1 The Parties agree to comply with this clause 8 in relation to any matter in dispute in
relation to the non-fulfilment of a party’s obligations under this Deed (Dispute).
8.2 A Party raising a Dispute will give the other Party a notice of dispute setting out:
(a) The details of the Dispute; and
(b) The outcome sought by the Party in relation to the Dispute.
8.3 Within 10 Business Days of service of a Notice of Dispute or such longer period after
service of a Notice of Dispute as the Parties may agree in writing, representatives of the
Parties will meet and undertake genuine and good faith negotiations with a view to
resolving the Dispute.
8.4 If the Dispute remains unresolved 10 Business Days after the meeting referred to in
clause 8.3 above, the Parties agree to genuinely participate in a mediation in an attempt
to resolve the Dispute.
8.5 The costs of mediation will be shared equally between the Parties, unless the mediator
determines otherwise.
8.6 Any Dispute that is referred to mediation must be mediated by a mediator appointed by the
parties in accordance with rules agreed by the parties or, if the parties cannot agree on
the appointment of a mediator or rules of mediation, a mediator appointed by and rules
determined by the President of the Queensland Law Society. The parties must attempt in
good faith to resolve the Dispute at mediation.
8.7 If the Dispute is not resolved at mediation the Parties agree to refer the Dispute to
Expert Determination within 28 days of the mediation, with such expert determination to
be conducted in accordance with the expert determination rules published by the
Resolution Institute current as at the date of this Deed.
8.8 The Dispute Resolution Process:
(a) continues for any further period agreed between the Parties, including to allow
the Parties to engage in further negotiations or engage in any other alternative
dispute resolution process; or
(b) ends, if the Parties agree on terms for a resolution of the Dispute; or
(c) ends on the date of a binding decision by the expert determiner pursuant to
clause 8.7.
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8.9 Nothing in this clause 8 shall prejudice the right of a Party to institute proceedings to
seek injunctive or urgent declaratory relief.
9. Termination
9.1 Either party may terminate this Deed within 14 days of the date the Dispute Resolution
Process ends in accordance with clause 8.8, unless clauses 9.2 or 9.3 apply.
9.2 Termination for default
(a) If a Party (the Defaulting Party) breaches any term of this Deed, then the other
Party (Issuing Party) may give the Defaulting Party a notice to show cause (a
Show Cause Notice). The Show Cause Notice shall:
(i) State it is a notice under this clause 9.2;
(ii) Set out the details of the alleged breach;
(iii) State that the Defaulting Party is required to show cause in writing
why the Issuing Party should not exercise a right referred to in
clause 9.2(b);
(iv) State the date and time by which the Defaulting Party must show
cause to the Issuing Party (which time must be a reasonable
period having regard to the nature of the breach).
(b) If the Defaulting Party fails to show reasonable cause by the date and time
stated in the Show Cause Notice, the Issuing Party may immediately terminate
the Deed by written notice to the Defaulting Party.
(c) If Council terminates this Deed for default by TN pursuant to this clause, TN
must pay back to Council any uncommitted portion of the Funding that remains
unspent and, if applicable, repay any Misapplied Funds.
9.3 Either party may terminate this Deed 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).
9.4 If this Deed is terminated by Council prior to the expiration of the Term and future
funding is not provided, TN must pay to Council, any portion of the Funding
uncommitted by TN within 60 days of such termination. TN must produce documentary
evidence of the Funding commitment for this provision to apply. Without this evidence
TN must repay to Council any portion of the Funding unspent.
9.5 If the Deed is terminated pursuant to this clause or the Term expires and further funding
is not provided, TN may request approval from Council, in accordance with the
conditions set out at clause 11.1(b), to apply the Contingency Fund to cover costs
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directly associated with winding up TN, with these costs to be applied if approved in
writing by Council under clause 11.
10. Confidentiality
10.1 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.
10.2 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.
11. Contingency Fund
11.1 Maintenance of Contingency Fund
(a) TN will maintain at all times a Contingency Fund at a balance that is no less
than $200,000 throughout the term of this Deed, subject to the conditions set
out in this clause 11.1.
(b) Amounts may be withdrawn from the Contingency Fund on the following
conditions:
(i) TN must request Council’s approval for any withdrawal of any
amount from the Contingency Fund, and provide reasons to
Council for the request, as well as a proposal for the
reimbursement of any such funds back into the Contingency Fund
within a proposed period (Request); and
(ii) Council may approve or decline the Request in writing, in its
absolute discretion;
(iii) In exercising its discretion under clause 11.1(b)(ii), Council must
act reasonably and in good faith.
(c) Council must respond in writing to a Request under clause 11.1(b)(i) above
within 5 Business Days of receiving the Request.
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12. Force Majeure
Neither party is liable for any failure to perform, or delay in performing, its obligations under this
Deed if that failure or delay is due to a Force Majeure Event.
12.1 However, the Affected Party must:
(a) notify the non-affected party in writing as soon as practicable, describing in a
reasonable level of detail the nature of the Force Majeure Event and its likely
effect on the Affected Party’s obligations under this Deed;
(b) continue to perform all unaffected obligations in accordance with this Deed;
(c) where possible, use reasonable endeavours to continue to perform the affected
obligations, whether by way of a work-around or other methods agreed with the
non-affected party;
(d) use reasonable endeavours to overcome the effects of the Force Majeure Event
as soon as possible (which may include negotiating, in good faith, revisions to
TN’s Agreed Obligations and KPIs in the short term); and
(e) Notify the non-affected party as soon as it is no longer affected by the Force
Majeure Event.
If the failure or delay resulting from the Force Majeure Event exceeds sixty (60) consecutive
days, either party may immediately terminate this Deed (without affecting the accrued rights and
obligations of the parties as at the date of termination) by giving written notice to the other party
without any liability to the other party for any loss or damage suffered as a result of the
termination. Termination shall be effective on and from the date the notice is given to the other
party.
12.2 In the event a party exercises its right to terminate this Deed pursuant to the preceding
subclause, then any unspent portion of Funding already paid by Council to TN as at the
date of termination under clause 0 shall be immediately repayable to Council by TN,
and Council shall not be liable to pay any further instalments of Funding on and from the
date the termination of this Deed is effective.
12.3 Council may demand, and TN must provide, any information required by Council to
determine the quantum of the unspent portion of Funding payable to Council pursuant
to clause 12.2 within five (5) Business Days of any demand made by Council under this
clause.
13. General Provisions
13.1 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
Tourism Noosa Funding Deed, 2026-29 Page 17
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bind the Party to any obligation whatsoever, without specific consent in writing of the
other Party.
13.2 A party giving notice under this Deed must do so in writing to the person and at the
address or email address specified below:
Notices to Council
Contact Name Larry Sengstock
Job title Chief Executive Officer
Address 9 Pelican St, Tewantin QLD 4565
Email address [email protected]
Notices to TN
Contact Name Sharon Raguse
Job title Chief Executive Officer
Address 2 Parkyn Court, Tewantin QLD 4565
Email address [email protected]
13.3 Variation
(a) Any variation, modification or waiver of any provision in this document, or
consent to any departure by a Party from a provision:
(i) will be of no force nor effect unless it is consented to in writing by
the Parties to this document or, in the case of a waiver, by the
Party giving it; and
(ii) will be effective only to the extent to, or for, which it is made or
given.
(b) Any oral variation, modification or waiver of any provision in this document, or
consent to any departure by a Party from a provision, shall be of no force or
effect until consented to in writing by the Parties to this document.
13.4 Warranties
(a) Each Party to this document warrants to the other Party that:
(i) there is no impediment to them entering into this document;
(ii) they have relied upon their own enquiries and have not entered
into this document in reliance on, or as a result of, any
representation, promise, statement, conduct or inducement by, or
on behalf of, any other Party except as set out in this document;
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(iii) they have taken, or have had the opportunity to take, independent
legal advice as to the nature, effect and extent of this document.
(b) Each person signing this document as an authorised officer or agent or
otherwise on behalf of any Party, by doing so, warrants to the other Party that,
as at the date of signing, the person has full authority to execute this document
on behalf of that Party.
(c) Each Party is aware that the other Party has relied upon the above warranties in
entering into this document.
13.5 Severance
(a) The covenants, undertakings and conditions contained in this document are
severable and shall be so construed as not to infringe any laws that may affect
this document.
(b) If such covenant, undertaking or condition on its true interpretation is found to
infringe any such laws, the covenant, undertaking or condition shall be read
down to the extent as may be necessary to ensure that it does not infringe any
such law.
(c) In the event that the infringing covenant, undertaking or condition cannot be
read down, it shall be deemed void and severable and shall be deemed deleted
from this document to the same extent and effect as if it was never incorporated
into this document.
(d) If any covenant, undertaking or condition is, or becomes, invalid for any reason,
such invalidity shall not affect the validity or operation of any other covenant,
undertaking or condition of this document (except to the extent necessary to
give effect to such invalidity).
13.6 Acts to perform Deed
Each Party will promptly perform all acts, execute and deliver all documents, and do
everything reasonably required by the other Party to carry out and give effect to the intent
and purpose of this document.
13.7 Time
Time is of the essence in respect of the obligations contained in this Deed.
13.8 Counterparts
(a) This document may be signed in any number of counterparts with the same
effect as if the signatures to each counterpart were on the same instrument.
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(b) The Parties may exchange counterparts by facsimile or by attaching a scanned
copy of the counterpart to an e-mail transmission as an Adobe PDF®
document.
13.9 Governing Law
(a) The rights, liabilities and obligations of the Parties under this Deed, and the
interpretation and enforcement of this Deed, are governed by the laws of the
State of Queensland.
(b) The Parties agree to submit to the non-exclusive jurisdiction of the Courts of
Queensland to deal with all matters arising out of or related to this Deed and its
enforcement.
13.10 Entire Agreement
(a) This Deed embodies the entire understanding and agreement between the
Parties in relation to the terms under which the Funding will be provided, as at
the Effective Date.
(b) All previous negotiations, understandings, representations, warranties,
memoranda or commitments in relation to, or in any way affecting, the subject
matter of this document are merged in and superseded by this document and
are of no force or effect.
13.11 Good Faith & Collaboration
(a) Each Party will cooperate with the other Party and act reasonably and in good
faith in carrying out its obligations under this Deed; and
(b) The Parties will act collaboratively in their dealings and negotiations to fulfill
their respective obligations under this Deed.
13.12 Approval and Mutual Agreement
Written agreement by the signatories to this Deed noted at clause 13.2 will constitute an
approval by that Party or with both signatories, mutual agreement of the Parties for the
purposes of this Deed.
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SCHEDULE 1: Agreed Obligations
This Schedule sets out the Agreed Obligations to be completed by TN under this Deed. These
Agreed Obligations, as amended from time to time in accordance with clause 4.1, reflect key
planning, governance, reporting and operational obligations required to support the delivery of
the Destination Management Plan (DMP) and the overall objectives of this Deed.
For the purposes of this Deed, alignment with the DMP means actions that actively contribute
to, embed and advance the values, principles and actions of the DMP, including but not limited
to:
• Visitors demonstrating behaviours consistent with community values and regenerative
tourism principles;
• The overarching destination marketing strategy and implementation aligns with
DMP values and principles, embedding consistent messaging regarding regenerative,
community-first approach and tourism for good;
• Visitor demand is actively managed to reduce pressure on high-use areas in peak
periods including how people travel and move around the destination;
• Tourism actively contributes to environmental protection and regeneration outcomes;
• The local tourism industry is supported to transition toward regenerative and eco-
certified practices;
• The visitor economy prioritises value, yield and local benefit;
• Community confidence in, and support for tourism is maintained or improved;
• Strategic partnerships are leveraged to deliver outcomes consistent with the DMP and
regenerative tourism objectives;
• Transparent governance, reporting and accountability
mechanisms demonstrate delivery against DMP outcomes; and
• Visitor experiences consistently reinforce Noosa’s values, encouraging low-impact and
place-sensitive behaviours.
These Agreed Obligations are not subject to performance-based assessment under Schedules
2 and 3 but must be fulfilled annually by TN for each year of the Term in accordance with this
Deed.
No. Obligation Area Deliverable Due Date
1 Strategy & Operational alignment meetings between Council Quarterly
Governance and TN support early‑stage planning, alignment to
DMP priorities and proactive management of
emerging issues
2 Brand & Delivery of Annual Communications and PR Plan By 30
Marketing that integrates DMP values, principles and actions. September
2026
3 Brand & Demonstrated elevation of DMP values, principles By 30 June
Marketing and actions within official TN produced consumer- 2027
facing collateral and digital assets
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4 Industry TN will review the former ‘Welcome to Noosa’ By 30 June
Capability & content to identify actions and resources required 2027
Experience to inform and support the industry component of
Development Council’s proposed ‘For the Love of Noosa’
program
5 Visitor Services Undertake a Strategic Review of Visitor Services By 30 June
addressing scope, partnership models, location 2027
scenarios, transition planning and recommended
pathway to inform operation considerations during
proposed Surf Club redevelopment. Strategic
Review Report delivered to the TN Board and
outcomes shared with Council
6 Memberships TN will proactively engage with local business and By 30 June
and Partnerships environmental groups to identify collaboration 2027
opportunities to advance the DMP values,
principles and actions and Roadmap. Deliver an
Options Paper for Shared Services.
7 Revenue TN will progress recommendations as provided in By 30 June
Diversification the revenue diversification report to Council in 2027
December 2025. Implement minimum of four (4).
8 Revenue TN will continue to pursue practical alternative By 31 May
Diversification revenue initiatives aligned with the DMP and non- 2027
duplicative of Council functions. Two (2) Business
Cases developed.
9 Research, TN will maintain and share tourism data and Quarterly
Insights & insights based on standard industry data reporting
Reporting [TRA and Localis]. Four (4) insights report
published seasonally
10 Reporting & Quarterly Progress Reports submitted to Council Within 10
Governance business
days of
quarter end
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ATTACHMENT 1
SCHEDULE 2: KPIs - Performance Scorecard
Quadrant 1: KPIs - Financial Baseline Target YTD Score Quadrant 2: KPIs - Industry Capability (25 points Baseline Target YTD Score
Management (25 points total) (FY26) FY27 Actual total) (FY26) FY27 Actual
FY27 FY27
TN will continue to pursue practical revenue diversification aligned to the DMP and TN will coordinate tourism industry leadership initiatives which advance understanding of and
non-duplicative of Council functions. commitment to sustainability certification and regenerative approaches to tourism.
Year on year % improvement in VIC YE June 5% Signature membership (base level) 300 310
net financial performance 30 result
Combined increase in revenue YE June ≥ Industry participation in development programs 130 150
generated through member 30 result $5,000 (attendance)
engagement (1)
Sustainability expenditure as % of 4.9% 7.8% Improved understanding of regenerative tourism by n/a 80%
Council funding (2) stakeholders (as measured by attendees in post
training surveys)
Proportion of non-council funding 30% 32% TN Member Net Promoter Score (NPS) (3) 22% 25%
Delivery of Annual Business Plan Submitted to Strategic Review of TN Company including Outcomes Paper
aligned to DMP Council by 15 constitution, trading name, organisational structure shared with
August 2026 and costed implementation plan presented to the Council by 30 Sept,
TN Board. 2026
Notes:
1. Includes membership, co-operative marketing, member networking and training fees
2. Includes direct sustainability budget expenses only (excludes other integrated sustainability activity such as marketing content development, campaign, media and trade famils
etc).
3. NPS industry standard: <0 (significant member dissatisfaction), 0-20 (weak), 20-40 (solid, healthy member sentiment), 40-50 (very strong member engagement and value
perception), >50 (exceptional)
Tourism Noosa Funding Deed Page 1
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Quadrant 3: KPIs - Destination Baseline Target YTD Score Quadrant 4: KPIs - Sustainable Management Baseline Target
YTD Score
Positioning (25 points total) (FY26) FY27 Actual (25 points total) (FY26) FY27Actual
FY27 FY27
Demonstrated elevation of DMP principles and values within official TN produced DMP 'Tourism for Good' principles and values are embedded into TN’s Strategy and integrated
consumer-facing collateral and digital assets across the organisation.
Global Sustainable Tourism Certified 18 ≥18 International travel wholesalers / destination 170 200
products and experiences marketed booking agents trained
Unique visitors to 556 ≥ 556 TN media and trade destination education n/a 60%
visitnoosa.com.au/tourism-for-good (1) itineraries include Sustainable Certified
operators and/or regenerative experiences
Combined social media engagement 219,000 229,950 Suppliers of sustainable, locally-made 12 15
- Face Book / Instagram / TikTok merchandise sold via the VIC
Marketing effectiveness: unique 103,000 ≥ 103,000 Independent assessment of Sustainability 78% >78%
visitors to the visitnoosa.com.au Scorecard results for TN
landing page
Delivery of an annual (calendar year) Released to industry Delivery of Reviewed Strategic Plan aligned to Submitted to Council
Destination Marketing Plan that by 31 Jan 2027 DMP by 31 July 2026
embeds the guiding principles of the
DMP.
NOTES:
1) Industry forecasting suggests unique website visitors will decrease significantly due to AI disruption (>30%) over the next 12 months. Holding steady would be an exceptional
outcome with visitors to the website as a result, more likely to book a holiday.
2) The 5th KPI in each quadrant is a deliverable in Year 1, but progress against these plans (or relevant items therein) may be measured in subsequent years.
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ATTACHMENT 1
SCHEDULE 3: Performance Adjustment Calculation
1. Purpose
This Schedule sets out the methodology by which Council will assess Tourism Noosa’s performance
against the KPIs in Schedule 2 and determine any Performance Adjustment applicable to the
Second Instalment of Funding.
1.1 KPI Assessment Methodology
Each KPI in the Performance Scorecard will be assessed individually and assigned a score based on
the extent to which the relevant target has been achieved.
Each KPI will be scored as follows:
• 5 points – Fully delivered
The KPI has been achieved in full, meeting the agreed target and intent.
• 3 points – Substantially delivered
The KPI has not fully been achieved but demonstrable progress has been made.
• 0 points – Not delivered
The KPI has not been achieved, or insufficient progress has been demonstrated.
1.2 Council Assessment Approach
In applying this scoring methodology, Council will:
• act reasonably and in good faith;
• have regard to the evidence provided in the Annual Outcome Report; and
• consider the overall intent of each KPI, including any relevant contextual or external factors.
1.3 Total Score and Performance Bands
The total score will be calculated as the sum of all KPI scores (maximum 100 points). The
Performance Adjustment will be applied as follows:
Total Score Adjustment % Funding Payable
90–100 points 0% $350,000
80–89 points 15% $297,500
65–79 points 30% $245,000
50–64 points 50% $175,000
≤49 points 100% $0
Tourism Noosa Funding Deed Page 1
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Signing page
Executed as a Deed
Signed for and on behalf of Noosa Shire Council ABN 97 969 214 121
by its duly authorised representative
Signature of witness Signature of Authorised Representative
Full name of witness (print)
Name and position of Authorised
Representative
Address of witness (print)
Signed for and on behalf of Tourism Noosa Ltd ABN 45 097 924 199
In accordance with section 127 Corporations Act 2001 (Cth)
Signature of Director Signature of Director/ Secretary
Full name of Director (print)
Full Name Director/ Secretary
Tourism Noosa Funding Deed, 2026-29 Page 2