2023-03-13 General Committee Meeting Agenda

GENERAL COMMITTEE MEETING REPORT   13 MARCH 2023




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GENERAL COMMITTEE MEETING REPORT                                                                          13 MARCH 2023

        Background                                                         After Termination or Expiry
                               —       :                           2.3     Termination of this agreement for any reason
         A     HLW h        rt      del      if the P      ;
                      as expertise in delivery oF he rrogram               will be without prejudice to the continuing
         B     The Network Member wishes to engage HLW to                  enforceability of any rights or obligations of the
               deliver the Program under the terms of this                 parties accrued at the time of termination.
               agreement.                                                                        ;              a
                                                                   2.4     Unless agreed otherwise, upon termination of
         Cc    The parties wish to record the terms and                    this agreement the parties will continue to be
               conditions in this agreement, which consists of:            bound     by   the    obligations,  given   in
                  A         t Schedule;                                    clauses 5 (Confidentiality),   8.5 (Insurance),
              a     Aurearenischeeluly                                     9 (Disputes) and any other clauses which, by
              (b) the Agreed Terms;                                        their nature, are intended to survive termination.
                  Al        1-P          Deliverables.
              a     ae:          rogram   Meiverabres              3      Payment and Program Contributions
        Agreed terms                                               3.1.  The Network Member must pay to HLW the
                                                                          Program Contribution in accordance with the
         1       PROGRAM                                                  Contribution Schedule.
         1.1     In consideration of the payment of the Program    Sas eerie) seat            oy    a       ee eee
                 Contribution to HLW by the Network Member                Nestea   Oust: ee aed mens ee eae et Ee
                 under clause 3, HLW will deliver the Program in          mIVOIOS Gale
                 accordance with the Agreement Schedule and        3.3.   Payments from the Network Member will be
                 these Terms.                                             deemed received when the funds are credited to
                                                                          HLW’s nominated bank account and must be
         2       TERM AND TERMINATION                                     payable by cheque or electronic funds transfer.
                 Term                                              3.4    Without limiting other rights available to the
                   ;                                                      Network Member at law or under this agreement,
         2.1     This   agreement     commences      on __ the           the Network Member may withhold payment of a
                 Commencement Date and ends on the Expiry                 Program Contribution for any future payment
                 Date unless:                                             dates identified in the Contribution Schedule
                 (a)    the  Network Member      gives  written          where the HLW have not delivered the Program in
                         notice to HLW prior to the Written               accordance with this agreement.
                         Notice Date that it wishes to terminate
                        the   agreement    (in   the   Network     4       INTELLECTUAL PROPERTY
                         Member's absolute discretion); or                 Existing Material
                 BP     Ht terminated earlier In SiGeanTeT ce at   4.1     Unless  otherwise   expressly  stated  in this
                                us                                         Agreement, no Intellectual Property Rights in the
                 (c)     mutually  agreed   by   the  Network              Existing Material of either party is assigned or
                         Member and HLW.                                   otherwise transferred.
                 Termination for Breach                            4.2     HLW    grants  to  the  Network   Member    an
         2.2     A party may terminate this agreement by written          lites,        Veanshiis Ge, nies,        meayally
                 notice to the other party if:                             free, non-exclusive licence to use, reproduce,
                                   P      .                                adapt, distribute and communicate (and do all
                 (a) the other party breaches a term or condition          such other things as are necessary or convenient
                     of this agreement and fails to remedy that            in order for the Network Member to exercise its
                     breach within 7 days of receiving notice              rights under this agreement) the Intellectual
                     requiring it to do so; or                             Property Rights in HLW's Existing Materials,
                 (b) an Insolvency Event occurs                            including the right to sub-licence to any person.
                 then the party may terminate this agreement by    ae      Ts Retinitis Peniber ‘(raots ti Hse a NG0-
                 written notice to the other party, in which case          SalI, rayalty      ineé,. HORPCenSeranNe, ars
                 this agreement will terminate immediately.                feyndaiie Tmabee: fot ae Ta fa Tes Gite
                                                                           Intellectual Property Rights in the Network
                                                                           Member's Existing   Material supplied by the
                                                                           Network Member to HLW, solely to the extent

                 4 | Network Member Agreement — Noosa Council

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