2019-07-15 GC Agenda - Attachment 1 to Item 8 - Alliance and Funding Agreement - TNC and Noosa Council

              11.5.3. Information relating to this Agreement is potentially subject to disclosure to
                      third parties pursuant to the RTI Act and any such disclosure will not
                      constitute a breach of this Agreement.
              11.5.4. If disclosure under the RTI Act, and/or general disclosure of information
                      provided by TNC in connection with this Agreement, would be of substantial
                      concern to TNC, because it would disclose trade secrets, information of
                      commercial value, the purpose or results of research or other information of
                      a confidential nature, this should be expressly indicated in writing by TNC.
                      Noosa Council cannot guarantee that any information provided by TNC will
                      be protected from disclosure under the RTI Act.
              This clause 11 survives the end or earlier termination of this Agreement.


12.   INTELLECTUAL PROPERTY
              Intellectual Property resulting from research and development will be owned equally
              as tenants in common by Noosa Council and TNC.
              Background Intellectual Property specifically owned by a Party produced from work
              conducted independently will remain the property of that Party.
              Each Party acknowledges that all Background IP remains the sole property of its
              owner.
              The Intellectual Property arrangements and obligations sent out in the Agreement
              shall survive termination of the Agreement.


13.   GOVERNANCE
              The Parties agree that this Agreement will be managed by an Executive Level Forum
              comprising of at a minimum each Party’s nominated Contact Officers (Clause 19),
              which will be responsible for the governance, strategic management and priority
              setting for cooperative arrangements intended to be undertaken under this
              Agreement.
              The Executive Level Forum will meet at least twice each financial year with a view to
              identifying or updating priority areas for cooperation during the following 6 months.
              When required an alternative representative can be nominated by either Party’s
              nominated contact.
              Governance for activities under this Agreement will be through the respective Party
              Executives ( Executive level forum) or their nominated delegation to oversee strategy,
              budget and communication and community engagement.
              The Parties agree to develop specific and appropriate monitoring and evaluation
              measures and associated reporting for the Project by no later than 6 months after the
              date of the formation of this Agreement.
              For the term of the Agreement, TNC will provide annual reports by no later than 30
              days after the end of each financial year.
              TNC will provide 6 monthly reports to Noosa Council on the progress and status of
              delivery of Phase II and Phase III of the shellfish restoration project, including
              expenditure against grant monies provided by Noosa Council.

Alliance and Funding Agreement                                                        Page 12 of 25