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

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 14