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

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 14