TOURISM NOOSA STRATEGY 2023-2027 · ECM_22408732_v2_Tourism Noosa Funding Agreement - Endorsed OM 20April2023

HW L EBSWORTH 8. Termination 8.1 To the exclusion of clause 8.2, either party may terminate this Deed within 14 days of the date the Dispute Resolution Process ends in accordance with clause 7.6 (c). 8.2 Either party may terminate this agreement immediately if the other Party is adjudicated as insolvent, is placed into liquidation, enters into a scheme of arrangement for the benefit of its creditors, has a receiver appointed or fails to continue, its business or charitable activities (as the case may be). 8.3 If this Deed is terminated by Council prior to the expiration of the Term: (a) TN must pay to Council, any portion of the Funding . uncommitted by TN within 60 days of such termination; (b) Provide to Council a non exclusive, royalty free licence to use TN’s Intellectual Property. 9. Confidentiality | 9.1 A Party must not, without the prior written consent of the other, disclose Confidential Information to any other person or entity, except where the disclosure is required for the proper performance of obligations under this Deed or otherwise as required or permitted by law. 9.2 On expiration of the Term or earlier termination of this Deed, a party must, at the request of the other party, immediately return the Confidential Information to the first party or destroy the Confidential Information (as the first party directs) and certify to the first party in writing that it has complied with this clause. 10. General Provisions 10.1. This Deed does not create any partnership, contract of employment or employment relationship, joint venture or relationship of principal and agent between the Parties, and neither Party has the authority to bind the other Party, pledge the credit of any Party or bind the Party to any obligation whatsoever, without specific consent in writing of the other Party. 10.2 Aparty giving notice under this Deed must do so in writing to the person and at the address or email address specified in item 3 of Schedule 1 of this Deed. 10.3 Variation (a) Any variation, modification or waiver of any provision in this document, or consent to any departure by a Party from a provision: Tourism Noosa Funding Deed : Page 9 Endorsed Ordinary Meeting- 20 April 2023 ECM: 22408732