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ZERO EMISSIONS NOOSA (ZEN) Inc. GRANT FUNDING AGREEMENT (Referred from Planning & Environment Committee dated 10 October 2023 - Item 5.1). · Attachment 1 - ZEN Inc Grant Agreement 25 Sept DRAFT
ATTACHMENT 1 – ZEN INC GRANT AGREEMENT DRAFT Partnership Agreement 2023 - 2026 Between NOOSA SHIRE COUNCIL ASN 97 969 214121 And ZERO EMISSIONS NOOSA INC. ABN 74 862 487 515
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Page 2
Partnership Agreement
BETWEEN
Noosa Shire Council (Council)
AND
Zero Emissions Inc (ZEN Inc.)
1. TERM
a) This three-year term of this Agreement commences on 26 October 2023, with an ini�al
funding amount of $65,000 allocated as per the 2023/24 Council budget, and con�nues un�l
30th June 2026, or at such �me as either party resolves to terminate the Agreement.
b) Prior to the end of the term of this Agreement, the par�es may consider extending the
agreement for a further term, or entering into a new Agreement, subject to agreement by
both par�es in wri�ng.
2. PROGRAM
The Noosa Council Corporate Plan 2023 – 2028 outlines the mission, goals and objec�ves for Noosa
over the next five years. A key objec�ve of the Corporate Plan is to “fund and implement the Climate
Change Response Plan to support Council, community and the local economy to build resilience and
preparedness for climate risks and to achieve net zero emissions by 2026”. The Corporate Plan
recognizes Noosa Council as a “funder” in that it provides funding to other organisa�ons/service
providers to deliver programs projects and services.
Zero Emissions Noosa Inc (ZEN Inc.), established in 2016, is an incorporated, not-for-profit,
community organisa�on with the key objec�ve of assis�ng the Noosa community to achieve net zero
emissions in the Noosa local government area. It is the leading community organisa�on in this field
in Noosa and the only Noosa community organisa�on solely dedicated to emissions reduc�on across
the Noosa Shire. ZEN Inc. seeks to make Noosa Shire a leading local government region in zero
emissions by suppor�ng the community in the transi�on to net zero emissions through project
leadership, advocacy, and the provision of informa�on to all sec�ons of the Noosa community.
For the purposes of this Agreement, Council will:
i. Work coopera�vely with ZEN Inc. on ac�vi�es and projects that align with the Climate
Change Response Plan and that will assist Noosa Council to implement this Plan and work
towards net zero emissions for the Noosa Shire
ii. Provide access, as determined by Council ac�ng reasonably, to staff resources, exper�se and
data to support progress of projects and community engagement.
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 1 of 14
Partnership Agreement BETWEEN Noosa Shire Council (Council) AND Zero Emissions Inc (ZEN Inc.) 1. TERM a) This three-year term of this Agreement commences on 26 October 2023, with an initial funding amount of $65,000 allocated as per the 2023/24 Council budget, and continues until 30th June 2026, or at such time as either party resolves to terminate the Agreement. b) Prior to the end of the term of this Agreement, the parties may consider extending the agreement for a further term, or entering into a new Agreement, subject to agreement by both parties in writing. 2. PROGRAM The Noosa Council Corporate Plan 2023 — 2028 outlines the mission, goals and objectives for Noosa over the next five years. A key objective of the Corporate Plan is to “fund and implement the Climate Change Response Plan to support Council, community and the local economy to build resilience and preparedness for climate risks and to achieve net zero emissions by 2026”. The Corporate Plan recognizes Noosa Council as a “funder” in that it provides funding to other organisations/service providers to deliver programs projects and services. Zero Emissions Noosa Inc (ZEN Inc.), established in 2016, is an incorporated, not-for-profit, community organisation with the key objective of assisting the Noosa community to achieve net zero emissions in the Noosa local government area. It is the leading community organisation in this field in Noosa and the only Noosa community organisation solely dedicated to emissions reduction across the Noosa Shire. ZEN Inc. seeks to make Noosa Shire a leading local government region in zero emissions by supporting the community in the transition to net zero emissions through project leadership, advocacy, and the provision of information to all sections of the Noosa community. For the purposes of this Agreement, Council will: i. Work cooperatively with ZEN Inc. on activities and projects that align with the Climate Change Response Plan and that will assist Noosa Council to implement this Plan and work towards net zero emissions for the Noosa Shire ii. Provide access, as determined by Council acting reasonably, to staff resources, expertise and data to support progress of projects and community engagement. Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 1 of 14Page 3
In accordance with its Strategic Plan, ZEN Inc. will :
I. Fund the majority of its projects through grants, dona�ons and diversified funding
sources
II. Work coopera�vely with Council and community in the iden�fica�on and
development of its ac�vi�es and projects to assist with implemen�ng the Climate
Change Response Plan and achieve net zero emissions for the Noosa Shire.
3. FUNDING OPERATIONAL EXPENSES
a) ZEN Inc. must, by no later than the end of February in each financial year, provide Council
with details of its Funding requirements for Opera�onal Expenses for the next financial year.
Council will consider the informa�on provided by ZEN Inc. as part of its annual budget
process.
b) ZEN Inc. must, by no later than the end of February in a financial year, also provide to Council
a Proposed Opera�onal Plan together with such informa�on as may be reasonably required
by Council so that Council may assess the Funding request including but not limited to, the
current ZEN Inc. Strategic plan, itemised dra� budget and current financial balance sheet.
c) Discussions between ZEN Inc. and Council about Funding will take into account each of the
following:
I. Any ongoing commitments as provided for in clause 5.2 of this Agreement; and
II. Council's annual budget process and overall funding constraints.
d) The amount of any Council contribu�on towards the Opera�onal Expenses for the financial
year will be determined by Council as part of its annual budget process and will, in any event
be subject to Clause 6 – Funding Condi�ons.
e) Payments are subject to GST where applicable having regard to the type of transac�on under
Australian Taxa�on legisla�on.
4. FUNDING PROJECTS
a) As far as is possible ZEN Inc. will fund the majority of its projects through grants, dona�ons
and sponsorships and in-kind contribu�ons from third par�es, including its project partners.
b) In addi�on to seeking third party funding ZEN Inc. may also choose to apply for relevant
grants under Council’s Grant Programs. These will be assessed against other applica�ons
received and the total amount allocated to the relevant grants program.
c) In addi�on to funding the Opera�onal Expenses of ZEN Inc. under clause 3,Council
may request ZEN Inc. to provide services on a commercial basis,
e.g undertake/facilitate studies or projects relevant to Council's role in the implementa�on
of the Climate Change Response Plan.
.
5. PAYMENTS
5.1. How payments are to be made
a) Council shall pay the Funding to ZEN Inc. by electronic transfer to a bank account (or
accounts) as no�fied in wri�ng to Council by ZEN Inc, with such bank accounts being In the
name of ZEN Inc. and such accounts being solely under the control of ZEN Inc.
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 2 of 14
In accordance with its Strategic Plan, ZEN Inc. will : I. Fund the majority of its projects through grants, donations and diversified funding sources Il. Work cooperatively with Council and community in the identification and development of its activities and projects to assist with implementing the Climate Change Response Plan and achieve net zero emissions for the Noosa Shire. 3. FUNDING OPERATIONAL EXPENSES a) ZEN Inc. must, by no later than the end of February in each financial year, provide Council with details of its Funding requirements for Operational Expenses for the next financial year. Council will consider the information provided by ZEN Inc. as part of its annual budget process. b) ZEN Inc. must, by no later than the end of February in a financial year, also provide to Council a Proposed Operational Plan together with such information as may be reasonably required by Council so that Council may assess the Funding request including but not limited to, the current ZEN Inc. Strategic plan, itemised draft budget and current financial balance sheet. c) Discussions between ZEN Inc. and Council about Funding will take into account each of the following: |. Any ongoing commitments as provided for in clause 5.2 of this Agreement; and Il. | Council's annual budget process and overall funding constraints. d) The amount of any Council contribution towards the Operational Expenses for the financial year will be determined by Council as part of its annual budget process and will, in any event be subject to Clause 6 — Funding Conditions. e) Payments are subject to GST where applicable having regard to the type of transaction under Australian Taxation legislation. 4, FUNDING PROJECTS a) As far as is possible ZEN Inc. will fund the majority of its projects through grants, donations and sponsorships and in-kind contributions from third parties, including its project partners. b) In addition to seeking third party funding ZEN Inc. may also choose to apply for relevant grants under Council’s Grant Programs. These will be assessed against other applications received and the total amount allocated to the relevant grants program. c) In addition to funding the Operational Expenses of ZEN Inc. under clause 3,Council may request ZEN Inc. to provide services on a commercial basis, e.g undertake/facilitate studies or projects relevant to Council's role in the implementation of the Climate Change Response Plan. 5. PAYMENTS 5.1. How payments are to be made a) Council shall pay the Funding to ZEN Inc. by electronic transfer to a bank account (or accounts) as notified in writing to Council by ZEN Inc, with such bank accounts being In the name of ZEN Inc. and such accounts being solely under the control of ZEN Inc. Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 2 of 14Page 4
b) Payments for contribu�on to Opera�onal Expenses for 2023/24 will be upon a receipt of a
valid tax invoice(s) from ZEN Inc.
5.2. Extended financial commitments
Before ZEN Inc. commits to any purchase, contract, undertaking or ac�vity that has financial
commitments beyond the period of approved Funding and for which purchase, contract, undertaking
or ac�vity ZEN Inc. will require Council Funding, ZEN Inc. must apply for and obtain approval from
Council prior to ZEN In. making the commitment.
5.3. Right to suspend funding
Without limi�ng the Council's rights, if a�er reques�ng ZEN Inc. to show cause, Council is sa�sfied:
a) ZEN Inc. does not have the capacity to manage the Funding; or
b) ZEN Inc. does not have the capacity to perform the program in line with its Strategic or
Opera�onal Plan; or
c) Council is unable to provide the Funding due to any legal impediment, then the Council may
at its sole discre�on:
I. Suspend payment of the Funding or an instalment of the Funding (whether or in
whole or in part) of the ZEN Inc. program.
6. FUNDING CONDITIONS
In return for receiving Funding from Council, ZEN Inc. must undertake appropriate planning, maintain
appropriate processes and procedures and undertake performance repor�ng including:
6.1 General requirements
a) Develop and regularly review a strategic plan outlining the goals and objec�ves for ZEN Inc.
so that its purpose and objec�ves will be achieved.
b) Develop an annual Opera�onal Plan se�ng out the priority ac�ons for the next financial year
in order to achieve the goals and objec�ves of the strategic plan.
c) Ensure the Funding is directed to the purposes for which it is assigned by Council.
d) Ensure ZEN Inc. obtain approvals to do work or conduct other ac�vi�es on Council owned or
managed lands or as required under State or Federal legisla�on prior to work or the ac�vity
commencing.
e) Provide recognition of Council Funding support in written material, advertising, media,
signage and reporting documents in relation to projects that Council has provided specific
project related funding to ZEN Inc. as well as in relation to broader program publicity where
appropriate.
.
6.2 Performance repor�ng
ZEN Inc. must monitor the ZEN Inc. ac�vi�es and submit writen reports to meet Council’s acquital
requirements, including but not limited to:
a) Provide an annual report against u�lisa�on of the Funding towards the ZEN Inc Opera�onal
Plan for the financial year or alterna�vely. as otherwise required by Council. The report is to
be prepared by February to help inform the proceeding budget process and should include:
• Projects and their current status;
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 3 of 14
b) Payments for contribution to Operational Expenses for 2023/24 will be upon a receipt of a valid tax invoice(s) from ZEN Inc. 5.2. Extended financial commitments Before ZEN Inc. commits to any purchase, contract, undertaking or activity that has financial commitments beyond the period of approved Funding and for which purchase, contract, undertaking or activity ZEN Inc. will require Council Funding, ZEN Inc. must apply for and obtain approval from Council prior to ZEN In. making the commitment. 5.3. Right to suspend funding Without limiting the Council's rights, if after requesting ZEN Inc. to show cause, Council is satisfied: a) ZEN Inc. does not have the capacity to manage the Funding; or b) ZEN Inc. does not have the capacity to perform the program in line with its Strategic or Operational Plan; or c) Council is unable to provide the Funding due to any legal impediment, then the Council may at its sole discretion: I. Suspend payment of the Funding or an instalment of the Funding (whether or in whole or in part) of the ZEN Inc. program. 6. FUNDING CONDITIONS In return for receiving Funding from Council, ZEN Inc. must undertake appropriate planning, maintain appropriate processes and procedures and undertake performance reporting including: 6.1 General requirements a) Develop and regularly review a strategic plan outlining the goals and objectives for ZEN Inc. so that its purpose and objectives will be achieved. b) Develop an annual Operational Plan setting out the priority actions for the next financial year in order to achieve the goals and objectives of the strategic plan. c) Ensure the Funding is directed to the purposes for which it is assigned by Council. d) Ensure ZEN Inc. obtain approvals to do work or conduct other activities on Council owned or managed lands or as required under State or Federal legislation prior to work or the activity commencing. e) Provide recognition of Council Funding support in written material, advertising, media, signage and reporting documents in relation to projects that Council has provided specific project related funding to ZEN Inc. as well as in relation to broader program publicity where appropriate. 6.2 Performance reporting ZEN Inc. must monitor the ZEN Inc. activities and submit written reports to meet Council’s acquittal requirements, including but not limited to: a) Provide an annual report against utilisation of the Funding towards the ZEN Inc Operational Plan for the financial year or alternatively. as otherwise required by Council. The report is to be prepared by February to help inform the proceeding budget process and should include: ° Projects and their current status; Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 3 of 14Page 5
• Leveraging achieved from Council Funding to ZEN Inc. calculated as total value of Funded
projects compared with Council approved project Funding;
• Growth in dona�ons {deduc�ble gi� recipient);
• Percentage of projects completed within target �meframes;
• Range of methods of communica�on u�lised and es�mated audience reach; and
• Other relevant informa�on.
b) Provide an audited financial report for the financial year and submit it to Council no later
than February each year, in line with ZEN Inc.’s current repor�ng period for the preceding
year. The audited financial report is to iden�fy the use of the Funding provided by Council for
the ZEN Inc. ac�vi�es. ZEN Inc. must maintain financial records in accordance with legisla�ve
requirements that iden�fy receipt and expenditure of the Funding for ZEN Inc. so that at all
�mes funding for the ZEN Inc. program is iden�fiable and ascertainable.
c) If required by Council, provide ad-hoc reports within 30 days of such request, or lesser
period se�ng out:
I. Any significant developments in or concerning the ZEN Inc. ac�vi�es and
II. Any significant delays or difficul�es encountered in performing the ZEN Inc. program in
accordance with this Agreement.
d) ZEN Inc. must permit the Council or its agent or representa�ve to have access to ZEN Inc.’s
records rela�ng to funding provided by Council and must cooperate with any audit or
informa�on request carried out or requested by Council.
e) For avoidance of doubt, the above paragraphs survive the expira�on or earlier termina�on of
this Agreement, except for paragraph c.
7 MANAGEMENT OF COUNCIL FUNDING
7 .1 Use of funding
a) ZEN Inc. must only expend the Funding:
I. For undertaking the ZEN Inc. ac�vi�es and purposes that are necessarily related to the
program, for which the funding was provided; and
II. Otherwise in accordance with the terms and condi�ons of this Agreement
b) ZEN Inc. must not use the Funding, any interest acquired from the Funds, any assets or the
existence of this Agreement as any form of security for any purpose, unless Council has given
its prior writen approval.
7.2 Repayment of funding
a) If ZEN Inc. fails to remedy a failure to comply with this Agreement in a substan�al respect within
30 days , or such longer period as the Council s�pulates a�er receiving no�ce requiring it to do
so, ZEN Inc. is liable, on demand from Council to repay to the Council the whole of the unspent
Funding provided for ZEN Inc. (or the amount of Funding paid as the case may be).
b) If ZEN Inc. fails to fulfil a term of this Agreement, or part of it, on the ZEN Inc. ac�vi�es, ZEN Inc.
is, subject to paragraph d) of this clause liable to repay to the Council the amount of unspent
money and the Council may recover that money from ZEN Inc. as a debt due to the Council.
c) If ZEN Inc. fails to spend the Funding, or part of it, on the ZEN Inc. ac�vi�es, ZEN Inc. is, subject
to paragraph d) of this clause, liable to repay to the Council the amount of unspent money and
the Council may recover that money from ZEN Inc. as a debt due to the Council.
d) If, at the end of the term of this Agreement, some of the Funding has not been spent or
commited to legi�mate con�ngency and reserves, that amount must be repaid to the Council
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 4 of 14
° Leveraging achieved from Council Funding to ZEN Inc. calculated as total value of Funded projects compared with Council approved project Funding; ° Growth in donations {deductible gift recipient); ° Percentage of projects completed within target timeframes; ° Range of methods of communication utilised and estimated audience reach; and ° Other relevant information. b) Provide an audited financial report for the financial year and submit it to Council no later than February each year, in line with ZEN Inc.’s current reporting period for the preceding year. The audited financial report is to identify the use of the Funding provided by Council for the ZEN Inc. activities. ZEN Inc. must maintain financial records in accordance with legislative requirements that identify receipt and expenditure of the Funding for ZEN Inc. so that at all times funding for the ZEN Inc. program is identifiable and ascertainable. c) If required by Council, provide ad-hoc reports within 30 days of such request, or lesser period setting out: |. Any significant developments in or concerning the ZEN Inc. activities and Il. | Any significant delays or difficulties encountered in performing the ZEN Inc. program in accordance with this Agreement. d) ZEN Inc. must permit the Council or its agent or representative to have access to ZEN Inc.’s records relating to funding provided by Council and must cooperate with any audit or information request carried out or requested by Council. e) For avoidance of doubt, the above paragraphs survive the expiration or earlier termination of this Agreement, except for paragraph c. 7 MANAGEMENT OF COUNCIL FUNDING 7 .1 Use of funding a) ZEN Inc. must only expend the Funding: |. For undertaking the ZEN Inc. activities and purposes that are necessarily related to the program, for which the funding was provided; and Il. Otherwise in accordance with the terms and conditions of this Agreement b) ZEN Inc. must not use the Funding, any interest acquired from the Funds, any assets or the existence of this Agreement as any form of security for any purpose, unless Council has given its prior written approval. 7.2 Repayment of funding a) If ZEN Inc. fails to remedy a failure to comply with this Agreement in a substantial respect within 30 days , or such longer period as the Council stipulates after receiving notice requiring it to do so, ZEN Inc. is liable, on demand from Council to repay to the Council the whole of the unspent Funding provided for ZEN Inc. (or the amount of Funding paid as the case may be). b) If ZEN Inc. fails to fulfil a term of this Agreement, or part of it, on the ZEN Inc. activities, ZEN Inc. is, subject to paragraph d) of this clause liable to repay to the Council the amount of unspent money and the Council may recover that money from ZEN Inc. as a debt due to the Council. c) If ZEN Inc. fails to spend the Funding, or part of it, on the ZEN Inc. activities, ZEN Inc. is, subject to paragraph d) of this clause, liable to repay to the Council the amount of unspent money and the Council may recover that money from ZEN Inc. as a debt due to the Council. d) If, at the end of the term of this Agreement, some of the Funding has not been spent or committed to legitimate contingency and reserves, that amount must be repaid to the Council Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 4 of 14Page 6
(and the amount may be recovered as debt due to the Council) unless the Council provides
writen permission for all, or some of the amount to be spent in some other manner that Council
directs.
8 INTELLECTUAL PROPERTY
8.1 Intellectual property in council material
a) The Council will retain ownership of all Council Material, including Intellectual Property in
that Council Material but grants ZEN Inc. a royalty-free world wide, non-exclusive licence
(including a right of sub-licence to a third party), to use, reproduce, adapt the Council
Material on the condi�on that this licence is only granted for the purposes of this
Agreement.
b) The above men�oned licence may be terminated by the Council immediately upon writen
no�ce on the occurrence of any of the following events:
I. ZEN Inc. becomes insolvent, subject to administra�on, unable to meet its debts or ZEN
Inc. decides to windup the organisa�on itself for any reason whatsoever; or
II. The Council forms the reasonable view that ZEN Inc. is insolvent; or
III. The Council forms the reasonable view that ZEN Inc. is in breach of any provision of its
own cons�tu�on or any provision of this Agreement where that breach is not in the
opinion of the Council, capable of remedy.
c) The Council may also terminate the above men�oned licence on the occurrence of any of the
following events:
a) The Council forms the reasonable view that the ZEN Inc. is in breach of any provision
of its own cons�tu�on or any provision of this Agreement where that breach, capable
of remedy, and ZEN Inc. fails to remedy that breach within thirty (30) days, or such
longer period as Council s�pulates, a�er receiving no�ce from the Council requiring it
to do so.
d) Council may, pursuant to the above licence, authorise the use of any Council Logo by ZEN Inc.
in such manner and subject to such Condi�ons as the Council deems appropriate in its
absolute discre�on subject to it retaining full ownership of the Council Logo. ZEN Inc. agrees
that any Council Logo will only be used for a project where Council is working with ZEN Inc.
on that project or funding the project or in rela�on to broader program or project publicity
that aligns with the Climate Change Response Plan.
e) Upon the conclusion of the term of this Agreement or an earlier termina�on of this
Agreement ZEN Inc., will not retain any Council Material remaining in ZEN Inc.'s possession
and will immediately return all physical expression of the Council Material to the Council and
will destroy any electronic copies thereof. unless the Council no�fies ZEN Inc. otherwise in
wri�ng.
f) ZEN Inc. agrees to keep safely Council Material provided to ZEN Inc. for the purposes of this
Agreement and to abide by any obliga�ons of privacy and confiden�ality to which Council
may be bound in law.
g) Any adapta�ons, varia�ons or extensions made to the Council Material during the term of
the above men�oned licence, or any sub-licence shall become, upon its crea�on, the
property (including intellectual Property) of the Council.
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 5 of 14
(and the amount may be recovered as debt due to the Council) unless the Council provides written permission for all, or some of the amount to be spent in some other manner that Council directs. 8 INTELLECTUAL PROPERTY 8.1 Intellectual property in council material a) The Council will retain ownership of all Council Material, including Intellectual Property in that Council Material but grants ZEN Inc. a royalty-free world wide, non-exclusive licence (including a right of sub-licence to a third party), to use, reproduce, adapt the Council Material on the condition that this licence is only granted for the purposes of this Agreement. b) The above mentioned licence may be terminated by the Council immediately upon written notice on the occurrence of any of the following events: I. ZEN Inc. becomes insolvent, subject to administration, unable to meet its debts or ZEN Inc. decides to windup the organisation itself for any reason whatsoever; or ll. The Council forms the reasonable view that ZEN Inc. is insolvent; or i. The Council forms the reasonable view that ZEN Inc. 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) The Council may also terminate the above mentioned licence on the occurrence of any of the following events: a) The Council forms the reasonable view that the ZEN Inc. is in breach of any provision of its own constitution or any provision of this Agreement where that breach, capable of remedy, and ZEN Inc. 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. d) Council may, pursuant to the above licence, authorise the use of any Council Logo by ZEN Inc. 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. ZEN Inc. agrees that any Council Logo will only be used for a project where Council is working with ZEN Inc. on that project or funding the project or in relation to broader program or project publicity that aligns with the Climate Change Response Plan. e) Upon the conclusion of the term of this Agreement or an earlier termination of this Agreement ZEN Inc., will not retain any Council Material remaining in ZEN Inc.'s possession and will immediately return all physical expression of the Council Material to the Council and will destroy any electronic copies thereof. unless the Council notifies ZEN Inc. otherwise in writing. f) ZEN Inc. agrees to keep safely Council Material provided to ZEN Inc. 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. Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 5 of 14Page 7
8.2. Obliga�ons on ZEN Inc.
a) ZEN Inc. will immediately do all such things, take such reasonable steps, execute any
documents and follow such reasonable direc�ons as the Council from �me to �me
reasonably requests in order to protect, record or preserve the Intellectual Property in the
Council Material and this will include, but is not limited to, including such condi�ons,
limita�ons or restric�ons 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 ac�on against any third par�es to prosecute or
defend legal proceedings including proceedings for an infringement of the Intellectual
Property in the Council Material. If ZEN Inc. becomes aware of any infringement or
suspected infringement it will promptly inform the Council and will provide all reasonable
assistance (excluding financial contribu�on to such proceedings) in any legal proceedings for
the defence or prosecu�on of the Intellectual Property.
c) Unless otherwise expressly exempted in wri�ng by the Council, ZEN Inc. will not grant a third
party sub-licence with a fixed term of greater than 3 years but may grant an op�on or
op�ons to extend that term subject to the provisions of clause 8.2 f)iii.
d) ZEN Inc. hereby acknowledges that the Council Material is the Intellectual Property of the
Council and shall act only in good faith when dealing with the Council Material in order to
best preserve the Council's Intellectual Property.
e) ZEN Inc. agrees that it will procure every sub-licence of the Council Material that it grants
pursuant to the Agreement, unless it has received an express writen exemp�on from the
Council to do otherwise, to include in those sub-licences the following:
I. An acknowledgement that the Intellectual Property in the Council Material is owned
by the Council and that the sub-licensing of the Council Material is provided with the
consent of the Council according to this Agreement;
II. Any licence granted by ZEN Inc. which grants the third party sub-licensee an op�on or
op�ons to extend the term of the sub-licence must be stated to be unenforceable and
invalid if the Council's licence of its Intellectual Property in the Council Material to ZEN
Inc. has been terminated for any reason prior to the proper exercise of that op�on by
the third party sub- licensee; and
III. Any other condi�on, limita�on or restric�on on the third party sub-licensee that the
Council deems reasonably necessary to include in such a sub-licence to perfect,
restore or preserve its Intellectual Property in the Council Material.
f) In order to ensure the applica�on of the above provisions ZEN Inc. will provide to the Council
copies of any proposed sub-licenses to third par�es granted pursuant to this Agreement in
advance of execu�on for the Council's approval. unless the Council expressly advises in
wri�ng otherwise.
8.3 Intellectual property in ZEN Inc. facilitated projects
Ownership of intellectual property from ZEN Inc. facilitated projects will be nego�ated on a project
by project basis and, merely by way of example, as follows:
a) Prior IP brought to a project by a project partner will remain the property of that partner.
b) Ownership of commercialisable IP (i.e.. patents etc) will be shared between partners
according to the financial contribu�on (cash and in-kind) to the project by each partner.
c) Ownership of non-commercialisable IP will be shared as per part(b) but with each partner
having the right to reproduce, communicate, adapt, extend, and u�lize that IP.
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 6 of 14
8.2. Obligations on ZEN Inc. a) ZEN Inc. 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 protect, 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 ZEN Inc. 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. c) Unless otherwise expressly exempted in writing by the Council, ZEN Inc. will not grant a third party sub-licence with a fixed term of greater than 3 years but may grant an option or options to extend that term subject to the provisions of clause 8.2 fiii. d) ZEN Inc. hereby acknowledges that the Council Material is the Intellectual Property of the Council and shall act only in good faith when dealing with the Council Material in order to best preserve the Council's Intellectual Property. e) ZEN Inc. agrees that it will procure every sub-licence of the Council Material that it grants pursuant to the Agreement, unless it has received an express written exemption from the Council to do otherwise, to include in those sub-licences the following: I. An acknowledgement that the Intellectual Property in the Council Material is owned by the Council and that the sub-licensing of the Council Material is provided with the consent of the Council according to this Agreement; I. Any licence granted by ZEN Inc. which grants the third party sub-licensee an option or options to extend the term of the sub-licence must be stated to be unenforceable and invalid if the Council's licence of its Intellectual Property in the Council Material to ZEN Inc. has been terminated for any reason prior to the proper exercise of that option by the third party sub- licensee; and i. Any other condition, limitation or restriction on the third party sub-licensee that the Council deems reasonably necessary to include in such a sub-licence to perfect, restore or preserve its Intellectual Property in the Council Material. f) In order to ensure the application of the above provisions ZEN Inc. will provide to the Council copies of any proposed sub-licenses to third parties granted pursuant to this Agreement in advance of execution for the Council's approval. unless the Council expressly advises in writing otherwise. 8.3 Intellectual property in ZEN Inc. facilitated projects Ownership of intellectual property from ZEN Inc. facilitated projects will be negotiated on a project by project basis and, merely by way of example, as follows: a) Prior IP brought to a project by a project partner will remain the property of that partner. b) Ownership of commercialisable IP (i.e.. patents etc) will be shared between partners according to the financial contribution (cash and in-kind) to the project by each partner. c) Ownership of non-commercialisable IP will be shared as per part(b) but with each partner having the right to reproduce, communicate, adapt, extend, and utilize that IP. Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 6 of 14Page 8
d) Copyright over any published work vests with the author of that work and can be u�lized
under fair dealing provisions.
e) Use of images, artwork and mul�ple reproduc�on of part or all of any published work is
subject to the permission of the copyright holder.
8.4 Dealing with intellectual property
ZEN Inc. warrants that it is en�tled, or will be en�tled at the relevant �me, to deal with the
Intellectual Property in both the Council Material and the ZEN Inc. Program Material in accordance
with this clause 8.
8.5 Consent to specified acts
ZEN Inc. agrees:
a) To obtain from each author of any ZEN Inc. Program Material a writen consent to the
Specified Acts (whether occurring before or a�er the consent is given) which extends
directly or indirectly to the performance of the Specified Acts by the Council or any person
claiming under or through the Council;
b) To obtain from each author of any ZEN Inc. Program Material a writen consent to the
Specified Acts (whether occurring before or a�er the consent is given} which extends
directly or indirectly for the Council's benefit in rela�on to the Council’s licensed use of
such material: and
c) Upon request to provide the executed original of each such consent to the Council.
9 INDEMNITY
9.1 General indemnity
ZEN Inc. indemnifies (and agrees to keep indemnified} the Council against any:
a) Cost or liability incurred by the Council;
b) Loss of or damage to property of the Council; or
c) Loss or expense incurred by the Council in dealing with any claim against it, including legal
costs and expenses on a solicitor/own client basis and the cost of �me spent, resources used,
or disbursements paid by the Council;
Arising from:
d) Any act or omission by ZEN Inc. or ZEN Inc.'s officers, agents, employees, contractors or
advisers (whether voluntary or paid) where there was fault on the part of the person
whose conduct gave rise to that cost, costs, liability, loss, damage or expense;
e) Any breach by ZEN Inc. of this Agreement; or
f) The use by Council of the material created for the purpose of this Agreement, including
any claims by third par�es about the ownership or right to use intellectual property or
Moral Rights.
9.2 Reduc�on of scope
ZEN Inc.’s liability to indemnify the Council under this clause will be reduced propor�onally to the
extent that any act or omission involving fault on the part of the Council contributed to the relevant
cost, liability, loss, damage or expense.
9.3 Preserva�on of other rights
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 7 of 14
d) Copyright over any published work vests with the author of that work and can be utilized under fair dealing provisions. e) Use of images, artwork and multiple reproduction of part or all of any published work is subject to the permission of the copyright holder. 8.4 Dealing with intellectual property ZEN Inc. warrants that it is entitled, or will be entitled at the relevant time, to deal with the Intellectual Property in both the Council Material and the ZEN Inc. Program Material in accordance with this clause 8. 8.5 Consent to specified acts ZEN Inc. agrees: a) To obtain from each author of any ZEN Inc. Program Material a written consent to the Specified Acts (whether occurring before or after the consent is given) which extends directly or indirectly to the performance of the Specified Acts by the Council or any person claiming under or through the Council; b) To obtain from each author of any ZEN Inc. Program Material a written consent to the Specified Acts (whether occurring before or after the consent is given} which extends directly or indirectly for the Council's benefit in relation to the Council’s licensed use of such material: and c) Upon request to provide the executed original of each such consent to the Council. 9 INDEMNITY 9.1 General indemnity ZEN Inc. indemnifies (and agrees to keep indemnified} the Council against any: a) Cost or liability incurred by the Council; b) Loss of or damage to property of the Council; or c) Loss or expense incurred by the Council in dealing with any claim against it, including legal costs and expenses on a solicitor/own client basis and the cost of time spent, resources used, or disbursements paid by the Council; Arising from: d) Any act or omission by ZEN Inc. or ZEN Inc.'s officers, agents, employees, contractors or advisers (whether voluntary or paid) where there was fault on the part of the person whose conduct gave rise to that cost, costs, liability, loss, damage or expense; e) Any breach by ZEN Inc. of this Agreement; or f) The use by Council of the material created for the purpose of this Agreement, including any claims by third parties about the ownership or right to use intellectual property or Moral Rights. 9.2 Reduction of scope ZEN Inc.’s liability to indemnify the Council under this clause will be reduced proportionally to the extent that any act or omission involving fault on the part of the Council contributed to the relevant cost, liability, loss, damage or expense. 9.3 Preservation of other rights Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 7 of 14Page 9
The right of the Council to be Indemnified under this clause is in addi�on to, and not exclusive of, any
other right power or remedy provided by law, but the Council is not en�tled to be compensated in
excess of the amount of the relevant cost, liability, loss, damage or expense.
10 TERMINATION FOR FAULT
10.1 Right to terminate for default
In addi�on to the right to terminate provided for elsewhere in this Agreement the Council may
terminate this Agreement with immediate effect by giving no�ce to ZEN Inc. if:
a) ZEN Inc. breaches any provision of this Agreement and fails to remedy the breach within 30
days, or such longer period as Council s�pulates, a�er receiving no�ce requiring it to do so;
b) ZEN Inc. breaches a material provision of this Agreement and that breach is not, in the
opinion of the Council, capable of remedy;
c) ZEN Inc. no�fies the Council that the ZEN Inc. ac�vi�es are not to proceed; or
d) ZEN Inc. becomes insolvent , subject to administra�on, unable to meet its debts, or decides
to windup itself.
10.2 Obliga�on upon termina�on
On receipt of a no�ce of termina�on or reduc�on of the Funding, ZEN Inc. must:
a) Stop or reduce the performance of ZEN Inc. obliga�ons related to the Funding as specified
in the no�ce;
b) Take all available steps to minimise loss resul�ng from the termina�on or reduc�on;
c) Con�nue work on any part of the ZEN Inc. program not affected by the no�ce; and
d) Immediately return to Council any Funding rela�ng to the part of the ZEN Inc. ac�vi�es
affected by the no�ce and that has not, in the Council's opinion:
I. Been spent in accordance with this Agreement; or
II. Been commited by ZEN Inc. in accordance with this Agreement and is payable as a
current liability.
Or otherwise deal with any Funding held by ZEN Inc. as directed by the Council.
10.3 Council's liability upon termina�on for default
Where Council terminates this Agreement under clause 10, the 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 no�ce; and
b) Will be en�tled to recover from ZEN inc.:
I. Any part of the Funding which has not been legally commited for expenditure by ZEN
Inc. in accordance with this Agreement and is not payable for ZEN Inc. as a current
liability by the date of the no�ce of termina�on is received; 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 7.2.
10.4 Preserva�on of other rights
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 8 of 14
The right of the Council to be Indemnified under this clause is in addition to, and not exclusive of, any other right power or remedy provided by law, but the Council is not entitled to be compensated in excess of the amount of the relevant cost, liability, loss, damage or expense. 10 TERMINATION FOR FAULT 10.1 Right to terminate for default In addition to the right to terminate provided for elsewhere in this Agreement the Council may terminate this Agreement with immediate effect by giving notice to ZEN Inc. if: a) ZEN Inc. breaches any provision of this Agreement and fails to remedy the breach within 30 days, or such longer period as Council stipulates, after receiving notice requiring it to do so; b) ZEN Inc. breaches a material provision of this Agreement and that breach is not, in the opinion of the Council, capable of remedy; c) ZEN Inc. notifies the Council that the ZEN Inc. activities are not to proceed; or d) ZEN Inc. becomes insolvent , subject to administration, unable to meet its debts, or decides to windup itself. 10.2. Obligation upon termination On receipt of a notice of termination or reduction of the Funding, ZEN Inc. must: a) Stop or reduce the performance of ZEN Inc. obligations related to the Funding as specified in the notice; b) Take all available steps to minimise loss resulting from the termination or reduction; c) Continue work on any part of the ZEN Inc. program not affected by the notice; and d) Immediately return to Council any Funding relating to the part of the ZEN Inc. activities affected by the notice and that has not, in the Council's opinion: I. Been spent in accordance with this Agreement; or Il. Been committed by ZEN Inc. in accordance with this Agreement and is payable as a current liability. Or otherwise deal with any Funding held by ZEN Inc. as directed by the Council. 10.3. Council's liability upon termination for default Where Council terminates this Agreement under clause 10, the 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 for ZEN Inc. as a current liability by the date of the notice of termination is received; or ll. Any part of the Funding which has not, in the Council’s opinion, been spent by ZEN Inc. in accordance with this Agreement; and Ul. Where ZEN Inc. becomes liable to repay the Funds to the Council under clause 7.2. 10.4 Preservation of other rights Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 8 of 14Page 10
Clause 10 does not limit or exclude any of the Council's rights under this Agreement.
11 DISPUTE RESOLUTION AND MEDIATION
Both par�es shall make genuine efforts to resolve any dispute arising out of, or in connec�on with
this Agreement by nego�a�on and discussion. If the par�es are unable to resolve a dispute within 14
days, then the dispute shall be referred to an agreed, qualified independent person to mediate
between both par�es. In the event the par�es are unable to agree on the independent person,
either party may refer this mater to the President of the Queensland Law Society to nominate an
appropriate person.
12 GENERAL PROVISIONS
12.1 Audit and access
a) ZEN Inc. agrees to give Council, or any persons authorized in wri�ng by the Council, access to
the premises where obliga�ons under this Agreement are being carried out
b) ZEN Inc. agrees to permit those persons to inspect and take copies of any material relevant
to this Agreement.
12.2 Insurance
a) ZEN Inc. agrees:
i. To effect and maintain adequate liability insurances specific to the opera�on of a Not for
Profit organisa�on, and as a minimum, public liability, product and director & officer
liability, volunteers and employee work cover.
ii. On request to provide proof of insurance acceptable to Council for its purposes under
this Agreement.
b) This clause con�nues in opera�on for so long as any obliga�ons remain in connec�on with
this Agreement.
12.3 Rela�onship of par�es
a) ZEN Inc. is not by virtue of this Agreement an officer, employee, partner or agent of the
Council, nor does ZEN Inc. have any Power or authority to bind or represent the Council.
Also, and for the avoidance of doubt, the par�es to this Agreement:
I. Are not carrying on a business in common with a view to profit; and
II. Under a not for profit model it is expected any profits from the EV Expo or other event
would go back into ZEN Inc.’s ongoing and/or broader program delivery. As per the EV
expo agreement any unspent funds from Council should come back to Council.
b) ZEN Inc. agrees:
i. Not to misrepresent its rela�onship with Council; and
ii. Not to engage in any misleading or decep�ve conduct in rela�on to the ZEN Inc..
program.
12.4 Waiver
a) A failure or delay by a party to exercise any right or remedy it holds under this Agreement
or at law does not operate as a waiver of that right.
b) A single or par�al exercise by a party of any right or remedy it holds under this Agreement
or at law does not prevent the party from exercising the right again or to the extent it has
not fully exercised the right.
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 9 of 14
Clause 10 does not limit or exclude any of the Council's rights under this Agreement. 11 DISPUTE RESOLUTION AND MEDIATION Both parties shall make genuine efforts to resolve any dispute arising out of, or in connection with this Agreement by negotiation and discussion. If the parties are unable to resolve a dispute within 14 days, then the dispute shall be referred to an agreed, qualified independent person to mediate between both parties. In the event the parties are unable to agree on the independent person, either party may refer this matter to the President of the Queensland Law Society to nominate an appropriate person. 12 GENERAL PROVISIONS 12.1 Audit and access a) ZEN Inc. agrees to give Council, or any persons authorized in writing by the Council, access to the premises where obligations under this Agreement are being carried out b) ZEN Inc. agrees to permit those persons to inspect and take copies of any material relevant to this Agreement. 12.2. Insurance a) ZEN Inc. agrees: i. To effect and maintain adequate liability insurances specific to the operation of a Not for Profit organisation, and as a minimum, public liability, product and director & officer liability, volunteers and employee work cover. ii. ©Onrequest to provide proof of insurance acceptable to Council for its purposes under this Agreement. b) This clause continues in operation for so long as any obligations remain in connection with this Agreement. 12.3. Relationship of parties a) ZEN Inc. is not by virtue of this Agreement an officer, employee, partner or agent of the Council, nor does ZEN Inc. have any Power or authority to bind or represent the Council. Also, and for the avoidance of doubt, the parties to this Agreement: I. Are not carrying on a business in common with a view to profit; and I. Under a not for profit model it is expected any profits from the EV Expo or other event would go back into ZEN Inc.’s ongoing and/or broader program delivery. As per the EV expo agreement any unspent funds from Council should come back to Council. b) ZEN Inc. agrees: i. Not to misrepresent its relationship with Council; and ii. Not to engage in any misleading or deceptive conduct in relation to the ZEN Inc.. program. 12.4 Waiver a) A failure or delay by a party to exercise any right or remedy it holds under this Agreement or at law does not operate as a waiver of that right. b) A single or partial exercise by a party of any right or remedy it holds under this Agreement or at law does not prevent the party from exercising the right again or to the extent it has not fully exercised the right. Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 9 of 14Page 11
12.5 Assignment
ZEN Inc. cannot assign its obliga�ons, and agrees not to assign its rights, under this Agreement
without the Council's prior writen approval. ·
12.6 Applicable law and jurisdic�on
a) This Agreement is to be construed in accordance with, and any mater related to it, is to be
governed by the law of Queensland.
b) The par�es submit to the jurisdic�on of the courts of that State.
12. 7 Survival
All of the provisions of clause 8 of this Agreement shall survive the termina�on of this Agreement.
12.8 Amendments
This Agreement can only be amended by an instrument in wri�ng signed by both par�es.
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 10 of 14
12.5 Assignment ZEN Inc. cannot assign its obligations, and agrees not to assign its rights, under this Agreement without the Council's prior written approval. : 12.6 Applicable law and jurisdiction a) This Agreement is to be construed in accordance with, and any matter related to it, is to be governed by the law of Queensland. b) The parties submit to the jurisdiction of the courts of that State. 12.7 Survival All of the provisions of clause 8 of this Agreement shall survive the termination of this Agreement. 12.8 Amendments This Agreement can only be amended by an instrument in writing signed by both parties. Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 10 of 14Page 12
13 DEFINITIONS
Annual Report Means a report in line with an incorporated
associa�on in Qld, that without limita�on
includes audited financial statements,
achievements against key performance
measures and other ac�vi�es included in the
annual opera�onal plan underpinning the
objects of ZEN Inc..
Asset Means any asset or improvement acquired or
produced wholly or partly by the Funding or
Funds.
Council Means the local government exercising powers
vested under the Local Government Act 2009
and includes the area within the boundaries of
Council’s authority as prescribed under the
Local Government Act
Council Logo Means any indica, logos, emblems, symbols or
the like which are used by the Council to brand
and iden�fy itself in its day to day ac�vi�es.
Council Material Means any material, including without
limita�on, any so�ware, 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 objec�ves
of ZEN Inc.
Fault In rela�on to Clause 9, fault means any
negligent or wrongful act or omission or wilful
conduct.
Funding or Funds Means the amount paid or payable under this
Agreement other than clause 4C.
GST Means the Goods and Services tax
Intellectual Property Means copyright, trademarks, designs, patents,
semi-conductor or circuit layout rights, trade
secrets. trade names, business names, company
names, domain names and all other proprietary
rights and any rights to registra�on whether
created on, before or a�er the date of this
Agreement.
Noosa Shire Council Means the local government exercising power
vested under the Local Government Act 2009
and includes the area within the boundaries of
Council's authority as prescribed under the
Local Government Act.
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 11 of 14
13 DEFINITIONS Annual Report Means a report in line with an incorporated association in Qld, that without limitation includes audited financial statements, achievements against key performance measures and other activities included in the annual operational plan underpinning the objects of ZEN Inc.. Asset Means any asset or improvement acquired or produced wholly or partly by the Funding or Funds. Council Means the local government exercising powers vested under the Local Government Act 2009 and includes the area within the boundaries of Council’s authority as prescribed under the Local Government Act Council Logo Means any indica, logos, emblems, symbols or the like which are used by the 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. Fault In relation to Clause 9, fault means any negligent or wrongful act or omission or wilful conduct. Funding or Funds Means the amount paid or payable under this Agreement other than clause 4C. Means the Goods and Services tax Intellectual Property Means copyright, trademarks, designs, patents, semi-conductor or circuit layout rights, trade secrets. trade names, business names, company names, domain names and all other proprietary rights and any rights to registration whether created on, before or after the date of this Agreement. Noosa Shire Council Means the local government exercising power vested under the Local Government Act 2009 and includes the area within the boundaries of Council's authority as prescribed under the Local Government Act. Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 11 of 14Page 13
Opera�onal Plan Means an annual plan for the conduct of the
opera�ons 0f ZEN Inc. during a financial year
that is aligned with the Strategic Plan of ZEN Inc.
Opera�onal Expenses Means expenses associated with. or atributable
to the opera�ons of ZEN Inc. including:
• Day to day expenses such as employee
payments, accoun�ng expense, licence fees.
adver�sing, legal costs, u�li�es, insurances,
publica�ons, educa�on and community
engagement expenses.
• Ac�ons to support project development
including project scoping and planning,
project management and project audi�ng.
Project Means an individual or collabora�ve ac�vity
that is carefully planned to achieve a par�cular
outcome and with specific start and end dates,
and may comprise mul�ple stages.
Property Means any legal or equitable estate or interest
(whether present or future and whether vested
or con�ngent) in real or personal property of
any descrip�on.
Specified Acts In rela�on to Clause 8.5 “Specified Acts” means
any of the following classes or types of acts or
omissions by or on behalf of the Council,
excluding false atribu�on of authorship:
i. Using, reproducing, adap�ng or
exploi�ng all or any part of the
ZEN Inc. Program Material, with
or without atribu�on of
authorship; or
II. Supplemen�ng the ZEN Inc.
Program Material with any other
material; or
III. Using the ZEN Inc. Program
Material in a different context to
that originally envisaged.
ZEN Inc. Program Material Means any material, including without
limita�on. any so�ware. code, designs.
photographs, drawings. music, film, print,
layouts, documents, scripts, copy, logos and any
other materials in any medium, whether in hard
or electronic form created by, or provided to
ZEN Inc. to further the purposes and objec�ves
of ZEN Inc. but expressly exclude any Council
Material.
Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 12 of 14
Operational Plan Means an annual plan for the conduct of the operations Of ZEN Inc. during a financial year that is aligned with the Strategic Plan of ZEN Inc. Operational Expenses Means expenses associated with. or attributable to the operations of ZEN Inc. including: e Day to day expenses such as employee payments, accounting expense, licence fees. advertising, legal costs, utilities, insurances, publications, education and community engagement expenses. e Actions to support project development including project scoping and planning, project management and project auditing. Project Means an individual or collaborative activity that is carefully planned to achieve a particular outcome and with specific start and end dates, and may comprise multiple stages. Property Means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description. Specified Acts In relation to Clause 8.5 “Specified Acts” means any of the following classes or types of acts or omissions by or on behalf of the Council, excluding false attribution of authorship: i. Using, reproducing, adapting or exploiting all or any part of the ZEN Inc. Program Material, with or without attribution of authorship; or ll. Supplementing the ZEN Inc. Program Material with any other material; or il. Using the ZEN Inc. Program Material in a different context to that originally envisaged. ZEN Inc. Program Material Means any material, including without limitation. any software. code, designs. photographs, drawings. music, film, print, layouts, documents, scripts, copy, logos and any other materials in any medium, whether in hard or electronic form created by, or provided to ZEN Inc. to further the purposes and objectives of ZEN Inc. but expressly exclude any Council Material. Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 12 of 14Page 14
.14 EXECUTION Executed as an AGREEMENT on the day of 2023. SIGNED SEALED AND DELIVERED BY Kim Rawlings as Director, Strategy and Environment for and on behalf of NOOSA SHIRE COUNCIL. Name: Kim Rawlings Posi�on: Director, Strategy and Environment Signature: Witness: SIGNED BY ZERO EMISSIONS NOOSA INC ABN 74 862 487 515 Name: Posi�on: Signature: Witness: Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026 Page 13 of 14 .14 EXECUTION Executed as an AGREEMENT onthe day of 2023. SIGNED SEALED AND DELIVERED BY Kim Rawlings as Director, Strategy and Environment for and on behalf of NOOSA SHIRE COUNCIL. Name: Kim Rawlings Position: Director, Strategy and Environment Signature: Witness: SIGNED BY ZERO EMISSIONS NOOSA INC ABN 74 862 487 515 Name: Position: Signature: Witness: Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026 Page 13 of 14
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