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

(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 14