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

              1.9.2.   For a local government:
                       1.9.2.1.    suffering the declaration, by a court of competent jurisdiction, that
                                   it is unable to pay its debts as and when they fall due; or
                       1.9.2.2.    suffering dissolution as a legal entity without another entity
                                   acceding to its functions.
              1.9.3.   For a Party in any event:
                       1.9.3.1.    suffering the appointment of a receiver, which appointment is not
                                   terminated, postponed, or enjoined within 14 days after it is
                                   made;
                       1.9.3.2.    suffering an encumbrancee taking possession of its assets or any
                                   of them;
                       1.9.3.3.    failing to pay a judgment debt, or to have the judgment set aside,
                                   within 21 days after the judgment is given against it;
                       1.9.3.4.    failing to secure the return of an asset within 21 days after a
                                   creditor or an encumbrancee lawfully seizes it.
              Intellectual Property means without limitation, all copyright, patents, designs,
              database rights, trademarks, trade secrets, Confidential Information and know-how
              (whether registered, applied for, registrable or unregistered) and all other intellectual
              property rights whether or not registered or registrable excluding Moral Rights that
              are not transferable.
              Measurable Outcome means an outcomes specified in Schedule A associated with
              a Deliverable to measure the achievement of the associated Deliverable.
              Parties mean Noosa Council and TNC.
              Personal Information means information or an opinion (including information or an
              opinion forming part of a database), whether true or not, and whether recorded in a
              material form or not, about an individual whose identity is apparent, or can reasonably
              be ascertained, from the information or opinion, which is received or learnt by TNC
              from any source as a consequence of or in the performance of its rights and
              obligations under this Agreement.
              Phase II means the activities described in Schedule A under the heading “Phase II”.
              Phase III means the activities described in Schedule A under the heading “Phase III”.
              Project means the shellfish reef restoration project and marine conservation activities
              detailed in Schedule A in accordance with the budget detailed in Schedule B.


2.   INTERPRETATION
              In this Agreement except where the context otherwise requires:
              2.1.1.   the singular includes the plural and vice versa and a gender includes other
                       genders;
              2.1.2.   a reference to a Party to this Agreement or any other document or Agreement
                       includes its, his or her administrators, executors, successors and permitted
                       assigns;



Alliance and Funding Agreement                                                             Page 4 of 25