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

              In the event the Agreement is terminated, except as provided for in clause Error! R
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              17.3.1. TNC’s liability to Noosa Council under this Agreement is limited to that
                      portion of the Grant received from Noosa Council that, as at the date of the
                      notice of termination, is not legally committed or otherwise expended by TNC
                      in compliance with this Agreement to deliver the Project, subject to and
                      conditional upon TNC providing Noosa Council with sufficient information
                      and supporting documentation to evidence the expenditure or legal
                      commitment of the claimed portion of the Grant received from Noosa Council,
                      by no later than 7 days after the date of termination of the Agreement.
              17.3.2. Noosa Council is entitled to recover that portion of the Grant paid by Noosa
                      Council to TNC not expended or legally committed by TNC in compliance
                      with this Agreement to deliver the Project as evidenced by TNC pursuant to
                      clause 17.3.1.
              17.3.3. TNC must repay to Noosa Council the balance of the uncommitted,
                      unexpended portion of the Grant received from Noosa Council by no later
                      than 30 days after the date of termination of the Agreement and provide
                      Council with sufficient information and supporting documentation to evidence
                      the expenditure or legal commitment by TNC of a claimed portion of the
                      Grant received from Noosa Council by no later than 30 days after the date of
                      termination of the Agreement.
              In the event the Agreement is terminated each Party must return back to the other
              Party any materials, documents, information, plans used either wholly or partly for the
              Project.
              Indemnity
              17.5.1. TNC (the indemnifying party) indemnifies and keeps indemnified Noosa
                      Council (the indemnified party) against costs, liability and damages
                      incurred or sustained by the indemnified party directly caused by or arising
                      out of:
                       a)    the indemnifying party (including its personnel) breaching the
                             Agreement;
                       b)    any actions, claims or demands brought or made against the
                             indemnified party by a third party due to or arising out of the
                             indemnifying party carrying out or failing to carry out its obligations
                             under the Agreement, whether such acts or omissions are wilful,
                             negligent, reckless, unlawful or otherwise.
              17.5.2. The indemnity under clause 17.5.1 does not extend to include liability for the
                      consequences due to the indemnified party’s (including its personnel’s)
                      breach of the Agreement; or wilful, negligent, reckless, or unlawful acts or
                      omissions.




Alliance and Funding Agreement                                                         Page 15 of 25