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

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 14