Meeting papers

      repay to Council the amount of Misapplied Funds and unspent Funding and Council
      may recover that money from ZEN Inc as a debt due to Council.
   d) If, at the end of the Term of this Agreement, some of the Funding has not been spent
      or committed to Activities or KPIs, that amount must be repaid to Council (and the
      amount may be recovered as debt due to Council) unless Council provides written
      permission for all, or some of the amount to be spent in some other manner that
      Council directs.

11 INTELLECTUAL PROPERTY

11.1 Intellectual Property in Council Material
   a) 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 and
      exploit the Council Material on the condition that this licence is only granted for the
      purposes of this Agreement (Licence).
   b) Council may, pursuant to the Licence, authorise the use of any Council Logo by ZEN
      Inc in such manner and subject to such conditions as 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.
   c) 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 expressions of the Council
      Material to Council and will destroy any electronic copies thereof, unless Council
      notifies ZEN Inc otherwise in writing.

   d) Any adaptations, variations or extensions made to Council Material during the term of
      the Licence, shall become, upon its creation, the property (including Intellectual
      Property) of Council.

11.2 Intellectual Property in ZEN Inc Program Material and facilitated projects
   a) Subject to clause 11.2(b), ZEN Inc retains ownership of all ZEN Inc Program
      Material, including Intellectual Property in that ZEN Inc Program Material, but grants
      (or must procure for) Council a perpetual, irrevocable, royalty-free, worldwide, non-
      exclusive licence (including a right to sub-license to Council’s Personnel) to use,
      reproduce, adapt, publish and communicate any ZEN Inc Program Material created
      wholly or partly with the Funding, for the purposes of Council’s reporting, community
      engagement, climate change response program and the performance of its local
      government functions.
   b) Ownership of Intellectual Property from ZEN Inc facilitated projects will be negotiated
      on a project-by-project basis and, where no written agreement on IP ownership is in
      place before the project commences, as follows:
          i) Prior Intellectual Property brought to a project by a Project Partner will remain
             the property of that Partner;




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