2015-04-28 Planning and Organisation Committee Agenda

PLANNING & ORGANISATION COMMITTEE MEETING AGENDA                                                      28 APRIL 2015


18                       NOOSA BIOSPHERE           RESERVE       FUNDING     ARRANGEMENTS         -   REVISED
                         FUNDING DEED
DOCUMENT INFORM AT ION




Author                              Executive Officer, Narelle Reid
                                    Executive Office

Index                               ECM / Subject / Noosa Biosphere Reserve Foundation - Management

Attachments                         1.    Funding Deed Noosa Biosphere® Reserve Foundation Ltd.


EXECUTIVE SUMMARY
Not applicable.

RECOMMENDATION
That Council note the report by the Executive Officer to the Planning & Organisation
Committee Meeting dated 28 April and:
A.                       Agree to the revisions made to the draft funding deed between Council and the Noosa
                         Biosphere Foundation Ltd as detailed in Attachment 1 to the report; and
B.                       Authorise the Chief Executive Officer to finalise the arrangements.


REPORT
Council at its meeting held on 12 March, 2015 agreed to enter into a funding agreement with
the Noosa Biosphere Reserve Foundation Ltd (NBRF) and authorised the Chief Executive
Officer to make minor amendments and finalise the Funding Deed.

Some matters subsequently arose in relation to Clause 7 – Intellectual Property that have
resulted in the need for changes that are considered to be more than minor and require
further authorisation by Council.

The Deed included some basic provisions in relation to intellectual property including a
licence to use Council Intellectual Property and ability to sub-licence. It was thought that
there would need to be more detailed consideration and a separate agreement covering
intellectual property matters, including the use of the trade marked words and logo for the
Noosa Biosphere® and conditions related to sub-licensing.

Advice was subsequently sought from intellectual property lawyers who advised that the
matters would best be covered in the Funding Deed to ensure completeness. Accordingly,
Clause 7 has been substantially re-drafted (changes highlighted), and consequential
amendments made to the Definitions and some minor changes to other clauses (as
highlighted).

The changes to Clause 7 clearly distinguishes between Council Material (which is effectively
Council’s intellectual property in any material provided to NBRF under the Funding Deed)
and NBRF Program Material (which is material, excluding Council Material, which it creates
and which it will own). In addition, the created licence over Council owned material
(including the trademark items associated with Noosa Biosphere®), contains provisions for:

a.                       The conditions on which Council can terminate the licence to use Council’s Intellectual
                         Property.


                                                                                                   Page 147 of 211