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

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 14