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

                Contact Officer means, for a Party, the person nominated in clause 19, or such other
                person a Party nominates in writing to the other Party, from time to time.
                Deliverables means the work, tasks and activities which are identified as
                a deliverable in Schedule A which are required to be undertaken to deliver the Project.
                Executive Level Forum means the group constituted pursuant to clause 13.
                Force Majeure means an exceptional event or circumstance:
                1.6.1.   that impacts a Party;
                1.6.2.   that is beyond the Party’s control;
                1.6.3.   against which the Party could not reasonably have guarded before entering
                         this Agreement;
                1.6.4.   that the Party could not have avoided or overcome by the exercise of
                         reasonable care; and
                1.6.5.   that is not substantially attributable to the other Party.
                         Examples (assuming the foregoing criteria are met):
                         (a)    war, civil commotion, terrorist action;
                         (b)    natural disaster (such as flood, bushfire, earthquake, major cyclone,
                                viral epidemic);
                         (c)    non-natural disaster (such as explosion, contamination, aviation or
                                maritime disaster);
                         (d)    general strike, embargo;
                         (e)    failure or non-availability of essential systems, facilities, equipment, or
                                supplies.
                Grant means the maximum monetary sum of $1.2 million exclusive of GST that
                Noosa Council will pay, by way of instalments, to TNC to contribute to funding the
                Project to the extent agreed under, and payable in accordance with, this Agreement.
                Information Privacy Principles means the Information Privacy Principles contained
                in the Information Privacy Act 2009 (Qld).
                Insolvency Event means:
                1.9.1.   For a Party subject to the Corporations Act 2001 (Cwlth):
                         1.9.1.1.     (if a company) entering voluntary administration;
                         1.9.1.2.     (if a company or a Part 5.7 body1) failing to satisfy a statutory
                                      demand;
                         1.9.1.3.     passing a voluntary winding up resolution, voluntarily applying to
                                      be wound up, or suffering presentation of an application for its
                                      winding up;
                         1.9.1.4.     suffering the appointment of a provisional liquidator;
                         1.9.1.5.     being wound up or being deregistered.




1 Part 5.7 bodies encompass certain corporations that are neither companies nor exempt public authorities nor

corporations sole, certain foreign corporations, and certain unincorporated associations and partnerships.

Alliance and Funding Agreement                                                                  Page 3 of 25