2021-06-08 Planning & Environment Committee Meeting Agenda

PLANNING & ENVIRONMENT COMMITTEE MEETING AGENDA      8 JUNE 2021




                                                  Page 100 of 119

PLANNING & ENVIRONMENT COMMITTEE MEETING AGENDA                                                    8 JUNE 2021

              on the occurrence of any of the following events:
             i)     The Trust or NBRF becomes insolvent, subject to administration, unable to meetits debts
                    or the NBRF decides to wind up the Trust or itself for any reason whatsoever; or
              ii)   The Council forms the reasonable view that either the Trust or the NBRF is insolvent; or
              iii) | The Council forms the reasonable view that either the Trust or the NBRF is in breach of
                    the terms of the trust deed for the Trust, or under which the Trust was created, where that
                    breach is not, in the opinion of the Council, capable of remedy; or
              iv)   The Council forms the reasonable view that the NBRF is in breach of any provision of its
                    own constitution or any provision of this Agreement where that breach is not, in the opinion
                    of the Council, capable of remedy.
        c) | TheCouncil may also terminate the above mentioned licence onthe occurrence of any of the
              following events:
              a.    The Council forms the reasonable view that either the Trust or the NBRF is in breach of
                    the terms of the trust deed for the Trust, or under which the Trust was created, where such
                    breach is capable of remedy and NBRF fails to remedy that breach within thirty (30) days,
                    or such longer period as Council stipulates, after receiving notice from the Council requiring
                    it to do so; or
              b. | The Council forms the reasonable view that the NBRF is in breach of any provision of its
                    own constitution or any provision of this Agreement where that breach is capable of remedy
                    and NBRF fails to remedy that breach within thirty (80) days, or such longer period as
                    Council stipulates, after receiving notice from the Council requiring it to do so.
        d)    Council may, pursuant to the above licence, authorise the use of any Council Logo by the NBRF
              in such manner and subject to such conditions as the Council deems appropriate in its absolute
              discretion subject to it retaining full ownership of the Council Logo. NBRF agrees that any
              Council Logo is not to be used unless expressly approved in advance and in writing by the
              Council.
        e) | Upon the conclusion of the term of this Agreement or an earlier termination of this Agreement,
              NBRF will not retain any Council Material remaining in NBRF's possession and will immediately
              return all physical expressions of the Council Material to the Council and will destroy any
              electronic copies thereof, unless the Council notifies NBRF otherwise in writing.
       f)     NBRF agrees to keep safely Council Material provided to NBRF for the purposes of this
              Agreement and to abide by any obligations of privacy and confidentiality to which Council may
              be bound in law.
        g)    Any adaptations, variations or extensions made to the Council Material during the term of the
              above mentioned licence or any sub-licence shall become, upon its creation, the property
              (including Intellectual Property) of the Council.
         8.2  Obligations on NBRF
         a)   NBRF will immediately do all such things, take such reasonable steps, execute any documents
              and follow such reasonable directions as the Council from time to time reasonably requests in
              order to perfect, record or preserve the Intellectual Property in the Council Material and this will
              include, but is not limited to, including such conditions, limitations or restrictions in any sub-
              licences granted by NBRF pursuant to this Agreement that the Council deems reasonably
              necessary to perfect, record or preserve the Intellectual Property in the Council Material.
         b) | The Council shall have the right to take action against any third parties to prosecute or defend
              legal proceedings including proceedings for an infringement of the Intellectual Property in the
              Council Material. If the NBRF becomes aware of any infringement or suspected infringement it
              will promptly inform the Council and will provide all reasonable assistance (excluding financial
              contribution to such proceedings) in any legal proceedings for the defence or prosecution of the
              Intellectual Property.
        Cc)    Unless otherwise expressly exempted in writing by the Council, the NBRF will ensure that any
               licensed use of the Trade Mark in any context shall appear with the symbol®. In the event that

                                                                                               Page 100 of 119