Meeting papers

8.2. Obliga�ons on ZEN Inc.
      a) ZEN Inc. will immediately do all such things, take such reasonable steps, execute any
           documents and follow such reasonable direc�ons as the Council from �me to �me
           reasonably requests in order to protect, record or preserve the Intellectual Property in the
           Council Material and this will include, but is not limited to, including such condi�ons,
           limita�ons or restric�ons in any sub licences granted by NBRF pursuant to this Agreement
           that the Council deems reasonably necessary to perfect, record or preserve the Intellectual
           Property in the Council Material.
      b) The Council shall have the right to take ac�on against any third par�es to prosecute or
           defend legal proceedings including proceedings for an infringement of the Intellectual
           Property in the Council Material. If ZEN Inc. becomes aware of any infringement or
           suspected infringement it will promptly inform the Council and will provide all reasonable
           assistance (excluding financial contribu�on to such proceedings) in any legal proceedings for
           the defence or prosecu�on of the Intellectual Property.
      c) Unless otherwise expressly exempted in wri�ng by the Council, ZEN Inc. will not grant a third
           party sub-licence with a fixed term of greater than 3 years but may grant an op�on or
           op�ons to extend that term subject to the provisions of clause 8.2 f)iii.
      d) ZEN Inc. hereby acknowledges that the Council Material is the Intellectual Property of the
           Council and shall act only in good faith when dealing with the Council Material in order to
           best preserve the Council's Intellectual Property.
      e) ZEN Inc. agrees that it will procure every sub-licence of the Council Material that it grants
           pursuant to the Agreement, unless it has received an express writen exemp�on from the
           Council to do otherwise, to include in those sub-licences the following:
              I.    An acknowledgement that the Intellectual Property in the Council Material is owned
                    by the Council and that the sub-licensing of the Council Material is provided with the
                    consent of the Council according to this Agreement;
          II.     Any licence granted by ZEN Inc. which grants the third party sub-licensee an op�on or
                  op�ons to extend the term of the sub-licence must be stated to be unenforceable and
                  invalid if the Council's licence of its Intellectual Property in the Council Material to ZEN
                  Inc. has been terminated for any reason prior to the proper exercise of that op�on by
                  the third party sub- licensee; and
         III.     Any other condi�on, limita�on or restric�on on the third party sub-licensee that the
                  Council deems reasonably necessary to include in such a sub-licence to perfect,
                  restore or preserve its Intellectual Property in the Council Material.
      f) In order to ensure the applica�on of the above provisions ZEN Inc. will provide to the Council
           copies of any proposed sub-licenses to third par�es granted pursuant to this Agreement in
           advance of execu�on for the Council's approval. unless the Council expressly advises in
           wri�ng otherwise.

8.3       Intellectual property in ZEN Inc. facilitated projects
Ownership of intellectual property from ZEN Inc. facilitated projects will be nego�ated on a project
by project basis and, merely by way of example, as follows:

      a) Prior IP brought to a project by a project partner will remain the property of that partner.
      b) Ownership of commercialisable IP (i.e.. patents etc) will be shared between partners
         according to the financial contribu�on (cash and in-kind) to the project by each partner.
      c) Ownership of non-commercialisable IP will be shared as per part(b) but with each partner
         having the right to reproduce, communicate, adapt, extend, and u�lize that IP.


Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 – 2026                 Page 6 of 14

                                                                                                           Page 13 of 68

8.2. Obligations on ZEN Inc.
    a)  ZEN Inc. will immediately do all such things, take such reasonable steps, execute any
        documents and follow such reasonable directions as the Council from time to time
        reasonably requests in order to protect, record or preserve the Intellectual Property in the
        Council Material and this will include, but is not limited to, including such conditions,
        limitations or restrictions in any sub licences granted by NBRF pursuant to this Agreement
        that the Council deems reasonably necessary to perfect, record or preserve the Intellectual
        Property in the Council Material.
    b)  The Council shall have the right to take action against any third parties to prosecute or
        defend legal proceedings including proceedings for an infringement of the Intellectual
        Property in the Council Material. If ZEN Inc. becomes aware of any infringement or
        suspected infringement it will promptly inform the Council and will provide all reasonable
        assistance (excluding financial contribution to such proceedings) in any legal proceedings for
        the defence or prosecution of the Intellectual Property.
    c)  Unless otherwise expressly exempted in writing by the Council, ZEN Inc. will not grant a third
        party sub-licence with a fixed term of greater than 3 years but may grant an option or
        options to extend that term subject to the provisions of clause 8.2 fiii.
    d)  ZEN Inc. hereby acknowledges that the Council Material is the Intellectual Property of the
        Council and shall act only in good faith when dealing with the Council Material in order to
        best preserve the Council's Intellectual Property.
    e)  ZEN Inc. agrees that it will procure every sub-licence of the Council Material that it grants
        pursuant to the Agreement, unless it has received an express written exemption from the
        Council to do otherwise, to include in those sub-licences the following:
          I.    An acknowledgement that the Intellectual Property in the Council Material is owned
                by the Council and that the sub-licensing of the Council Material is provided with the
                consent of the Council according to this Agreement;
        I.    Any licence granted by ZEN Inc. which grants the third party sub-licensee an option or
              options to extend the term of the sub-licence must be stated to be unenforceable and
              invalid if the Council's licence of its Intellectual Property in the Council Material to ZEN
              Inc. has been terminated for any reason prior to the proper exercise of that option by
              the third party sub- licensee; and
       i.     Any other condition, limitation or restriction on the third party sub-licensee that the
              Council deems reasonably necessary to include in such a sub-licence to perfect,
              restore or preserve its Intellectual Property in the Council Material.
    f)  In order to ensure the application of the above provisions ZEN Inc. will provide to the Council
        copies of any proposed sub-licenses to third parties granted pursuant to this Agreement in
        advance of execution for the Council's approval. unless the Council expressly advises in
        writing otherwise.
8.3     Intellectual property in ZEN Inc. facilitated projects
Ownership of intellectual property from ZEN Inc. facilitated projects will be negotiated on a project
by project basis and, merely by way of example, as follows:
    a)  Prior IP brought to a project by a project partner will remain the property of that partner.
    b)  Ownership of commercialisable IP (i.e.. patents etc) will be shared between partners
        according to the financial contribution (cash and in-kind) to the project by each partner.
    c)  Ownership of non-commercialisable IP will be shared as per part(b) but with each partner
        having the right to reproduce, communicate, adapt, extend, and utilize that IP.

Partnership Agreement between Noosa Council and ZEN Inc Inc 2023 — 2026         Page 6 of 14

                                                                                                 Page 13 of 68