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

                This instrument is an agreement made by deed,3 binding each Party:
               20.4.1. irrespective of its terminology (for example, referencing “clauses” and
                       "paragraphs" rather than “covenants”); and
               20.4.2. irrespective of whether it is contractual or consideration otherwise passes in
                       return for a promise.
                Amendments to this Agreement may be proposed by either Party at any time in writing
                to the other Party. The terms of any amendments shall be negotiated by appointed
                contact officers and given effect by written agreement signed by both Parties.
                The laws of Queensland, Australia, govern this Agreement.
                This Agreement supersedes all previous agreements about its subject matter. This
                Agreement embodies the entire agreement between the Parties.
                A provision is to be treated as omitted from the Agreement if:
               20.8.1. the provision is void, unenforceable, or incomprehensible; or
               20.8.2. retaining the provision would render the Agreement or part of the Agreement
                       void, unenforceable, or incomprehensible.
                The Parties may execute this Agreement in any number of counterparts. When
                executed and exchanged (which exchange the Parties or any of them may effect by
                facsimile transmission), the counterparts will be deemed collectively to constitute the
                instrument of agreement.




3 Relevantly, an agreement made by deed is a special form of written agreement, which might or might not

constitute a contract. An agreement made by deed binds the parties irrespective of whether consideration
passes between them, i.e. irrespective of whether a party does or promises something in return for what the
other, or another, party does or promises. A deed that provides for the passage of consideration between the
parties functions also as a contract.

Alliance and Funding Agreement                                                                Page 17 of 25