Meeting papers

     iii.         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.

12.2 Reduction of scope
      ZEN Inc’s liability to indemnify Council under this clause will be reduced proportionally
      to the extent that any act or omission involving fault on the part of Council contributed
      to the relevant cost, liability, loss, damage or expense.

12.3 Preservation of other rights
    The right of 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 Council is not entitled
    to be compensated in excess of the amount of the relevant cost, liability, loss, damage
    or expense.

12.4 Liability
            To the extent permitted by law, Council shall not be liable to ZEN Inc for any loss of
            profits, loss of opportunity, loss of agreement or loss of business incurred by ZEN Inc
            arising out of or in connection with the Agreement however caused, whether in tort
            (including negligence), contract, statute, equity or otherwise.


13 CONFIDENTIALITY

13.1 A Party must not disclose the Confidential Information of another Party to any other
     person except:
            (a)       with the consent (in the form of written approval) of the Party whose Confidential
                      Information it is;

            (b)       as required by law;

            (c)       to its professional advisors, auditors and employees in furtherance of the
                      purpose and objectives of the Agreement, on the basis that the person to whom
                      the Confidential Information is disclosed keeps the information confidential;

            (d)       in respect of disclosure by Council only, for the purposes of enabling Council to
                      properly discharge its functions as a local government authority.




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