Meeting papers

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                                                                              EBSWORTH

 8.      Termination

8.1      To the exclusion of clause 8.2, either party may terminate this Deed within 14 days of
         the date the Dispute Resolution Process ends in accordance with clause 7.6 (c).
 8.2     Either party may terminate this agreement immediately if the other Party is adjudicated
         as insolvent, is placed into liquidation, enters into a scheme of arrangement for the
         benefit of its creditors, has a receiver appointed or fails to continue, its business or
         charitable activities (as the case may be).
 8.3     If this Deed is terminated by Council prior to the expiration of the Term:
                                 (a)     TN must pay to Council, any portion of the Funding
                                         uncommitted by TN within 60 days of such termination;
                                 (b)     Provide to Council a non exclusive, royalty free licence
                                         to use TN’s Intellectual Property.

 9.      Confidentiality
| 9.1    A Party must not, without the prior written consent of the other, disclose Confidential
         Information to any other person or entity, except where the disclosure is required for the
         proper performance of obligations under this Deed or otherwise as required or permitted
         by law.
 9.2     On expiration of the Term or earlier termination of this Deed, a party must, at the
         request of the other party, immediately return the Confidential Information to the first
         party or destroy the Confidential Information (as the first party directs) and certify to the
         first party in writing that it has complied with this clause.

 10.     General Provisions

 10.1.   This Deed does not create any partnership, contract of employment or employment
         relationship, joint venture or relationship of principal and agent between the Parties, and
         neither Party has the authority to bind the other Party, pledge the credit of any Party or
         bind the Party to any obligation whatsoever, without specific consent in writing of the
         other Party.
  10.2   Aparty giving notice under this Deed must do so in writing to the person and at the
         address or email address specified in item 3 of Schedule 1 of this Deed.

  10.3   Variation
                                 (a)      Any variation, modification or waiver of any provision in
                                          this document, or consent to any departure by a Party
                                          from a provision:

   Tourism Noosa Funding Deed          :                                                    Page 9
   Endorsed Ordinary Meeting- 20 April 2023
   ECM: 22408732

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