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TOURISM NOOSA FUNDING AND PERFORMANCE DEED 2026–2029 · ATTACHMENT 1_Tourism Noosa Funding and Performance Deed 2026-2029

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ATTACHMENT 1




      Tourism Noosa Funding and Performance Deed


       Parties                      Noosa Shire Council ABN 97 969 214 121

                                    of 9 Pelican Street, Tewantin, Queensland

                                                                                                (Council)


                                    Tourism Noosa Ltd ABN 45 097 924 199

                                    of 2 Parkyn Court, Tewantin, Queensland

                                                                                                     (TN)




       Recitals                     A.     Tourism Noosa Ltd was established as a not-for-
                                           profit Company Limited by Guarantee in August 2001 to
                                           manage the marketing and promotion of Noosa as a
                                           tourism destination on behalf of its members. The organisation
                                           is evolving its role as a Destination Management Organisation
                                           (DMO).

                                    B.     Council is the local government for Noosa Shire and has been
                                           the predominant funder of TN and intends to provide further
                                           funding for three (3) years from 1 July 2026 by virtue of this
                                           Deed.

                                    C.     This Deed sets out details of the intended funding for that
                                           arrangement including the terms and conditions upon which
                                           the funding is provided.




       This Deed witnesses that in consideration of, among other things, the mutual promises
       contained in this Deed the Parties agree as follows:




      1.       Definitions and interpretation clauses

      1.1      Definitions

               The following definitions apply in this Deed:




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                                      means the priorities, obligations, performance measures and
                                      metrics that must be achieved by TN each year over the Term as
         Agreed Priorities            set out in Schedule 1 of this Deed. The Agreed Priorities are all
                                      mandatory and are listed in order of priority in Schedule 1, with 1
                                      being highest priority and 8 being lowest priority.


                                      means the annual performance outcomes report to be provided to
                                      Council by TN on or before 31 July each year during the Term
                                      (and any Further Term as applicable):

                                          i)      demonstrating the extent to which all obligations in
                                                  this Deed, including compliance with and
                                                  achievement of the Agreed Priorities in Schedule 1,
                                                  the status of those obligations and funds committed
                                                  to each;

                                          ii)     a concise annual summary covering service delivery
                                                  against brand, industry, sustainability and community
                                                  indicators;
         Annual Outcome
                                          iii)    an update on the transition progress described in the
         Report
                                                  Roadmap, which maps the evolution of TN’s
                                                  organisational structure and strategic focus;

                                          iv)     update on achievements against TN’s updated
                                                  strategic plan aligned with DMP;

                                          v)      providing draft and/ or final financial statements and
                                                  details of any alternative revenue stream(s) received
                                                  during that year; and

                                          vi)     any other documents, statements or other material
                                                  reasonably required by Council to ascertain TN’s
                                                  performance and compliance with obligations under
                                                  this Deed and the application of the Funding.


                                      means the distinctive features, values espoused and fostered,
         Brand
                                      that identify Noosa as a destination.


                                      means any claim, demand, complaint, causes of action, cross-
                                      claim (and counterclaim), action, suits or proceeding, whether
         Claim
                                      present or contingent, known or unknown and which could be
                                      brought now or in the future including interest and costs.




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                                      means any information, which is not in the public domain, which a
         Confidential
                                      Party makes available to the other Party (or that Party's officers,
         Information
                                      employees or agents).


                                      means a cash account equivalent of $200,000 to be maintained
                                      by TN during the term of this Deed and administered in
                                      accordance with the terms of this Deed. The purpose of this fund
         Contingency Fund
                                      is to provide for unforeseen expenditure on TN activities that fall
                                      outside of TN’s Destination Noosa Strategy 2023 – 2027 (or its
                                      equivalent as updated during the Term of this Deed).


                                      means this deed (the Tourism Noosa Funding and Performance
         Deed
                                      Deed).


                                      means the plan and associated documents that Council has
         Destination                  developed with the community and stakeholders to manage the
         Management Plan              visitor economy and destination to ensure tourism enhances the
                                      community and positively contributes to Noosa


         Destination Noosa            means the Council-approved strategy document developed by
         Strategy 2023-               and for TN for four years from 2023 to 2027 (or its equivalent as
         2027                         updated during the Term of this Deed).


                                      means an entity established by Council, comprised of key
         Destination
                                      representatives including Tourism Noosa, agencies, community
         Stewardship
                                      and industry bodies to provide strategic oversight and guidance
         Council
                                      for implementation of the DMP.


                                      means the date on which the last of the Parties provides its
         Effective Date
                                      executed counterpart Deed to the other party.


                                      means the management of sponsorship contracts for tourism
         Events
                                      events to be delivered annually on an ongoing basis, and the
         Sponsorship
                                      process for inviting, assessing, allocating sponsorship,
         Program
                                      contracting, and monitoring of tourism events to be delivered.


         Events
                                      means the online tool developed by TN used to guide and assess
         Sustainability
                                      sustainability criteria applied to Tourism-Related Events
         Criteria Tool




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                                      means the period from 1 July to 30 June for each year in the
         Financial Year
                                      Term.


                                      means the amount of $2,000,000 (excluding GST) per annum,
         Funding                      payable by Council to TN during the Term in accordance with
                                      clause 2.1 of this Deed.


                                      means a further successive period of up to three (3) years
         Further Term                 beyond 30 June 2029, if elected and notified by Council in
                                      accordance with clause 3.1


                                      means all copyright, trademark, design, patents or any other
         Intellectual                 intellectual property rights, or rights to registration of such rights
         Property                     existing in Australia or elsewhere or as protected by legislation,
                                      whether created before, on or after the Effective Date.


                                      mean the objective and measurable components of the Agreed
                                      Priorities set out in Schedule 1, which TN must complete each
         KPIs and Target              year of the Term, and which must be designed and implemented
         Metrics                      in a manner that clearly aligns with, supports, and gives effect to
                                      the qualitative intent and outcomes of the Agreed Priorities so as
                                      to ensure appropriate quality assurance of TN’s performance.


                                      means any part of the Funding that is used, spent, committed, or
                                      otherwise applied for a purpose that is not:

                                          i)       a legitimate organisational expense; or

                                          ii)      reasonably and properly incurred in delivering the
         Misapplied Funds                          Agreed Priorities, KPIs and Target Metrics or
                                                   performing TN’s obligations under this Deed;


                                          and includes any expenditure that is unauthorised, unlawful,
                                          improper, outside the scope of this Deed or inconsistent with
                                          the approved Destination Noosa Strategy.


                                      means Council’s appointed representative that will attend TN
         Observer                     board meetings and otherwise participate in TN activities in the
                                      role of observer as reasonably required.




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                                       means an amount up to a maximum of $350,000 (excluding GST)
          Performance                  that may be withheld by Council from the Second Instalment of
          Adjustment                   the Funding, determined in accordance with clause 2.4 and
                                       Schedule 2 of this Deed.


                                       means the adopted plan by Council guiding the contemporary
                                       transformation of TN to accommodate the future needs of the
          Road Map
                                       Noosa community in relation to Brand and destination
                                       management, including the DMP.


          Term                         means 1 July 2026 to 30 June 2029 inclusive.


                                       means events that are purposefully designed and marketed to
                                       attract overnight visitors from outside the Noosa local government
          Tourism-Related
                                       area, with the primary intent of stimulating tourism-related
          Events
                                       economic activity such as accommodation, dining, and transport
                                       services.


          Visitor
                                       means the physical location that provides information to tourists
          Information
                                       and point of sale for tourist items.
          Centre


1.2      Interpretation

         In this Deed:

         (a)       headings are for convenience only and do not affect interpretation;

         (b)       a reference to any legislation, ordinance, code or other law includes all
                   legislation and other instruments under it and any consolidations, amendments,
                   modifications, re-enactments or substitutions of it;

         (c)       words denoting the singular include the plural and vice versa;

         (d)       words denoting individuals include corporations, associations, trusts,
                   authorities, instrumentalities, partnerships and vice versa;

         (e)       words denoting any gender include every gender;

         (f)       where a word or phrase is defined, its other grammatical forms have a
                   corresponding meaning;

         (g)       a month means a calendar month;




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         (h)       if the date for the performance of any act or thing falls on a Saturday, Sunday or
                   public holiday in Tewantin, then the date for performance will be the next
                   Business Day following that date;

         (i)       a reference to $ or dollar is to Australian currency;

         (j)       reference to party, part, clause, annexure or schedule is a reference to party,
                   part, clause, annexure or schedule to this Deed as modified or varied from time
                   to time;

         (k)       each schedule, annexure, or attachment to this Deed forms part of this Deed
                   and shall have the same force and effect as if set out in the body of this Deed.
                   Any reference to this “Deed” includes all such schedules, annexures, and
                   attachments.

         (l)       references to any party to this Deed or any other document, deed or agreement
                   shall include its executors, administrators, substitutes, nominees, agents,
                   successors and permitted assigns;

         (m)       the obligations of all parties to this deed shall be joint and several in nature (as
                   and between all parties to this Deed);

         (n)       a reference to writing includes a facsimile or e-mail transmission and any
                   means of reproducing words in a tangible and permanently visible form;

         (o)       if any term of this Deed is legally unenforceable or made inapplicable, it will be
                   severed or read down but so as to maintain, as far as possible, all other terms
                   of this Deed. This shall apply unless doing so would change the underlying
                   principal commercial purpose of this Deed; and

         (p)       no rule of construction will apply to a provision of this Deed to the disadvantage
                   of a party merely because that party put forward the provision or would
                   otherwise benefit from it.

1.3      This Deed is effective on the Effective Date.



2.       Funding

2.1      Council will provide the Funding to TN, subject to clause 2.4, in three instalments paid
         as follows:

         (a)       First Instalment: $650,000 (excluding GST) on or before 31 July each
                   Financial Year; and

         (b)       Second Instalment: $350,000 (excluding GST) on or before 30 September
                   each Financial Year, subject to any Performance Adjustment in accordance with
                   clause 2.4;




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         (c)       Third Instalment: $1,000,000 (excluding GST) on or before 31 January each
                   Financial Year.

2.2      For the Financial Year 2026–27 (year 1) of the Term, the First Instalment, Second
         Instalment and Third Instalments are payable in full and are not subject to any in-year
         performance adjustment.

2.3      For the Financial Years 2027–28 and 2028–29 (years 2 and 3 of the Term), and during
         any Further Term, the Second Instalment may be subject to the Performance
         Adjustment in accordance with clause 2.4. The Third Instalment is payable in full and is
         not subject to any in year performance adjustment. For clarity, at the expiration of the
         Term where the Deed is not renewed, the Performance Adjustment will not be applied,
         as the Deed is at an end.


2.4      Performance Adjustment

         (a)       TN must provide Council with the Annual Outcome Report;

         (b)       From Financial Year 2027–28 of the Term and each year following (including
                   any Further Term), on or after 31 July of each year, Council will assess the
                   Annual Outcome Report of the previous financial year to determine whether or
                   not TN has discharged its obligations under this Deed:

         (c)       Council will, acting reasonably and based on the Annual Outcome Report,
                   assess the extent to which the KPIs and Target Metrics for the prior Financial
                   Year have been achieved*;

         (d)       If the KPIs and Target Metrics have not been fully achieved, Council may
                   deduct up to the Performance Adjustment from the Second Instalment of the
                   relevant Financial Year in accordance with the KPI priority and points system
                   calculation set out in Schedule 2;

         (e)       Council must notify TN in writing of any Performance Adjustment no later than
                   the date on which the Second Instalment falls due and provide reasons
                   identifying the KPIs and Target Metrics not achieved and the basis for the
                   deduction applied.

                   *Achieved = Pass or Fail

                   For clarity, to achieve a ‘Pass’ for a KPI (column 2 in Schedule 1), all associated
                   Target Metrics (column 3 of Schedule 1) for that KPI must be completed to the
                   satisfaction of Council.

2.5      Underperformance Review and Termination Rights

         (a)       If Council’s assessment under clause 2.4(c) determines that TN has achieved
                   less than 50% of the KPIs and Target Metrics for any Financial Year, Council
                   must issue a notice to TN to meet to conduct a performance review




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                   (Performance Review Meeting) with the purpose to identify the causes of
                   underperformance and agree on any required remediation actions.

         (b)       Council and TN must meet to conduct the Performance Review Meeting within
                   30 days of the notice issued under clause 2.5(a).

         (c)       If TN achieves less than 50% of the KPIs and Target Metrics for two (2)
                   consecutive Financial Years, Council will have an immediate right to terminate
                   this Deed by written notice to TN. This right is exercisable at Councils sole
                   discretion and is in addition to any other rights Council may under this Deed or
                   at law.

         (d)       The conduct of a Performance Review Meeting under clause 2.5(a) does not
                   limit Council’s rights under clause 2.4(b) and does not prevent Council from
                   applying any Performance Adjustment in accordance with clause 2.4.

2.6      TN must use the Funding, to carry out its obligations under this Deed, including
         achieving the Agreed Priorities, KPIs and Target Metrics in Schedule 1 for the duration
         of the Term. This may include reasonable operational and administrative expenses
         necessary for delivering those obligations. TN must not use the Funding, for any
         unrelated purpose, unless otherwise approved in writing by Council, otherwise clause
         2.12 applies.

2.7      Subject to the terms of this Deed:

         (a)       the Funding is for the Term or balance of the Term remaining; and

         (b)       the Funding must be spent by TN within the Term or such other period as
                   approved in writing by Council.

2.8      Any portion of the Funding not spent by TN in accordance with clause 2.7(b) must be
         repaid to Council within 60 days of the expiry of the Term.

2.9      The Funding is the total amount of funding which will be provided by Council to TN each
         year during the Term.

2.10     If, despite clause 2.9 above, TN seeks additional funding from Council, the additional
         funding must be for a purpose which aligns with the DMP and other relevant Council
         strategies and TN must make a request in writing to Council for that funding, and
         Council may, in its sole discretion, approve or decline that request for additional funding.

2.11     On the anniversary of the commencement date of the Term (Adjustment Date), the
         amount of the First Instalment, Second Instalment and Third Instalment that comprise
         the Funding will increase by the lesser of:

         (a)       The percentage change in the Consumer Price Index (All Groups Brisbane) as
                   published by the Australian Bureau of Statistics, for the most recent published
                   quarterly CPI rate (March quarter) preceding the Adjustment Date; and

         (b)       3.5%.


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         If the CPI percentage change for the relevant quarter is negative, no adjustment will
         apply and the Funding Amount will remain unchanged. For clarity, this is a
         compounding percentage increase applied annually to the Funding amount paid for the
         preceding Financial Year.


2.12     Misapplied Funds

         (a)       If TN uses any amount of the Funding other than in accordance with this
                   Agreement, including but not limited to using any of those amounts in
                   contravention of any part of this Deed or Schedule 1 (Misapplied Funds):

                         (i)           Council may, by written notice, require TN to refund the Misapplied
                                       Funds; and

                         (ii)          if Council exercises its rights under the preceding subclause, then
                                       TN must within 10 Business Days of receipt of the notice refund
                                       the Misapplied Funds plus any interest on it calculated on daily
                                       balances at the rate per annum determined by the Supreme Court
                                       of Queensland on judgments by default as applicable at the date of
                                       Council’s notice and is fully capitalised on the last Business Day of
                                       each month if unpaid; and

                         (iii)         if the Misapplied Funds are not repaid in accordance with the
                                       preceding subclause, Council may:

                                 (A)      recover the amount as a liquidated debt due to Council; or

                                 (B)      set the amount off against any other amount payable by Council
                                          to TN, whether under this Agreement or otherwise.

         (b)       Nothing in this subclause affects the accrued rights or remedies of Council,
                   including the right to terminate this Agreement in accordance with Clause 9.

         (c)       This clause 2.12 survives the expiration or termination of this Agreement for any
                   reason, and applies where Council becomes aware of Misapplied Funds after
                   the end of the Term (or Further Term).




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3.       Further Term

3.1      The Deed may be renewed for a Further Term by Council providing TN with written
         notice to renew on or before 31 January 2029. The notice must confirm the duration of
         the Further Term.


3.2      The Parties may, but are not obliged to, agree to a Further Term or a further funding
         agreement for the period from 1 July 2029 onwards.



4.       Deed Review and Funding Adjustment

4.1      On each anniversary of the Term’s commencement, the Parties will review the Agreed
         Priorities, KPIs and Target Metrics and may, by mutual written agreement by 30 June,
         adjust them to maintain alignment and progression towards achieving identified DMP
         principles and priority actions. Any agreed adjustments must be annexed to the Deed as
         a replacement Schedule.


4.2      Once established, the Destination Stewardship Council may provide strategic oversight,
         input and guidance to the Parties for adjusting Agreed Priorities, KPIs and Target
         Metrics under clause 4.1, in order to align with the DMP principles and priority actions,
         however the Parties are under no obligation to adopt, implement, or otherwise
         incorporate any guidance provided by the Destination Stewardship Council.


4.3      The Parties may review and adjust the Funding (whether an increase or decrease) if an
         external event occurs that results in TN receiving a substantial sustainable alternative
         source of funding, regardless of whether such event was anticipated at the
         commencement of the Term. An example of such an external event includes, without
         limitation:

         (a)       A User Pays Visitor Tax or equivalent (i.e. a bed tax) is implemented.

         Any adjustment to the Funding under this clause must be reasonably proportionate to
         the financial impact of the alternative funding source and must be agreed in writing by
         the Parties.

5.       Party obligations

5.1      Insurance

         (a)       TN must, at its own cost, take out and maintain during the Term of this Deed the
                   following insurances with a reputable insurer licensed in the jurisdiction:

                         (i)       Public Liability Insurance for an amount not less than $20 million
                                   per occurrence, covering claims in respect of personal injury,


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                                   death, or property damage arising out of or in connection with the
                                   performance of this Deed;

                         (ii)      Professional Indemnity Insurance (if applicable) for an amount
                                   not less than $2 million per claim and in the aggregate, covering
                                   liability for any negligent acts, errors, or omissions in the provision
                                   of services under this Deed;

                         (iii)     Workers Compensation Insurance as required by law for its
                                   employees; and

                         (iv)      Any other insurance that a reasonable and prudent business in the
                                   same industry would maintain or that is reasonably necessary to
                                   protect against the risks associated with the performance of this
                                   Deed.

         (b)       TN must, upon request, provide the other party with certificates of currency
                   evidencing the above insurances and must notify the other party of any
                   cancellation or material change to the policies.


5.2      Governance

         (a)       TN may review and make appropriate changes to its Annual Operational and or
                   Business Plan upon reasonable request by Council.

         (b)       Both Parties will conduct themselves in accordance with best practice standards
                   of internal governance.

         (c)       TN will cooperate with Council and take appropriate action to address any
                   reasonable corporate governance concerns raised by Council.

         (d)       Council's appointed Observer will be invited to and included in all TN Board
                   meetings.

         (e)       TN may present material to Council at any time where they have requested in
                   writing to do so, and the request has been approved by Council.

         (f)       Parties will notify each other upon becoming aware of a breach or suspected
                   breach of any of their obligations under this Deed and provide the other Party
                   such details of the breach or suspected breach as reasonably requested.

         (g)       A Party may not, assign any of their interest in or obligations under this Deed
                   without the written agreement of the other party.

         (h)       TN must not, by any act or omission, conduct itself in a manner which adversely
                   affects, or which is reasonably likely to adversely affect Council or the
                   reputation of Council.




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         (i)       Council will comply with its maintenance or other obligations existing under any
                   Visitor Information Centre (VIC) leases (where applicable) within a reasonable
                   time.


5.3      Destination Management Plan

         (a)       Council has adopted a DMP that will be supported by a three (3) year
                   implementation plan and monitoring and evaluation program.

         (b)       The DMP implementation, monitoring and evaluation plan informs the Agreed
                   Priorities, KPIs and Target Metrics and will continue to inform any adjustments
                   to the Agreed Priorities, KPIs and Target Metrics implemented in accordance
                   with clause 4.1.


5.4      Reports

         (a)       Within 10 business days of the end of each quarter, or upon request by Council,
                   TN will provide Council with financial and other reports relating to the
                   expenditure of the Funding and other benefits attributable to the Funding.

         (b)       Every year on or before 31 July during the Term, TN must provide Council with
                   an Annual Outcome Report, which summarises and combines the results
                   shown in the quarterly reports submitted for the relevant year.

         (c)       The reports provided pursuant to clause 5.4(a) and 5.4(b) must document the
                   status of each of the Agreed Priorities, KPIs and Target Metrics, including the
                   financial commitments to each of these.

         (d)       TN must keep adequate accounts, documents, and records in sufficient detail to
                   enable and verify its compliance and performance against this Deed.


5.5      Council Acknowledgement

         (a)       TN will, in its corporate publications, marketing and other initiatives, where
                   appropriate, acknowledge Council as the primary funding partner and / or
                   supporter of TN.

         (b)       TN will comply with Council policies and protocols in relation to media,
                   marketing, communications, community engagement and events where Council
                   is directly involved.

         (c)       TN will invite the Mayor, Deputy Mayor and Councillors to all TN events. If the
                   Mayor is unable to attend, the Deputy Mayor will be the designated primary
                   representative. If the Mayor and Deputy Mayor are unable to attend, Council
                   may nominate a representative to attend that will be the designated primary
                   representative and will be acknowledged.

         (d)       TN will provide the Mayor, Deputy Mayor or the Observer opportunities to
                   engage in Regional Tourism Organisation, State Tourism Organisation, and


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                   National Tourism Organisation events as well as trade and industry events, at
                   Council's cost.



6.       No liability

6.1      Council shall not be liable to TN or to any other person for any loss, damage, or injury
         sustained by any person or to any property, howsoever caused, arising out of or in
         connection with this Deed except to the extent of any such loss, damage or injury
         caused by a negligent or wilful act, or default by Council.



7.       Intellectual Property

7.1      The Parties acknowledge that they each have rights to certain Intellectual Property and
         nothing permits the use, reproduction, publication, adaptation or communication of
         Intellectual Property of the other Party unless expressly authorised by that Party, unless
         and to the extent clause 7.2 applies.


7.2      TN grants to Council, for the Term of this Deed, an irrevocable, royalty free, non-
         exclusive, non-transferable licence to use, copy, reproduce, modify and adapt TN’s
         Intellectual Property associated with and created for the Events Sponsorship Program
         for Council to carry out the Events Sponsorship Program as contemplated by this Deed
         with the exception of the Events Sustainability Criteria Tool.

7.3      TN grants to Council, an irrevocable, royalty-free, non-exclusive and non-transferable
         licence to use the Events Sustainability Criteria Tool. TN may upon reasonable request
         by Council, modify or adapt the Events Sustainability Tool to enable its application
         across Council’s suite of managed events, including but not limited to non-Tourism-
         Related Events.

7.4      The Parties agree to create an image and data pool that may be used by either Party for
         the purposes of advancing mutual objectives as guided by the DMP, the Events
         Sponsorship Program, Tourism-Related Events and TN’s activities or other objectives to
         be mutually agreed.



8.       Dispute resolution

8.1      The Parties agree to comply with this clause 8 in relation to any matter in dispute in
         relation to the non-fulfilment of a party’s obligations under this Deed (Dispute).

8.2      A Party raising a Dispute will give the other Party a notice of dispute setting out:

         (a)       The details of the Dispute; and




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         (b)       The outcome sought by the Party in relation to the Dispute.

8.3      Within 10 Business Days of service of a Notice of Dispute or such longer period after
         service of a Notice of Dispute as the Parties may agree in writing, representatives of the
         Parties will meet and undertake genuine and good faith negotiations with a view to
         resolving the Dispute.

8.4      If the Dispute remains unresolved 10 Business Days after the meeting referred to in
         clause 8.3 above, the Parties agree to genuinely participate in a mediation in an attempt
         to resolve the Dispute.

8.5      The costs of mediation will be shared equally between the Parties, unless the mediator
         determines otherwise.

8.6      Any Dispute that is referred to mediation must be mediated by a mediator appointed by the
         parties in accordance with rules agreed by the parties or, if the parties cannot agree on
         the appointment of a mediator or rules of mediation, a mediator appointed by and rules
         determined by the President of the Queensland Law Society. The parties must attempt in
         good faith to resolve the Dispute at mediation.

8.7      If the Dispute is not resolved at mediation the Parties agree to refer the Dispute to
         Expert Determination within 28 days of the mediation, with such expert determination to
         be conducted in accordance with the expert determination rules published by the
         Resolution Institute current as at the date of this Deed.

8.8      The Dispute Resolution Process:

         (a)       continues for any further period agreed between the Parties, including to allow
                   the Parties to engage in further negotiations or engage in any other alternative
                   dispute resolution process; or

         (b)       ends, if the Parties agree on terms for a resolution of the Dispute; or

         (c)       ends on the date of a binding decision by the expert determiner pursuant to
                   clause 8.7.


8.9      Nothing in this clause 8 shall prejudice the right of a Party to institute proceedings to
         seek injunctive or urgent declaratory relief.



9.       Termination

9.1      Either party may terminate this Deed within 14 days of the date the Dispute Resolution
         Process ends in accordance with clause 8.8, unless clauses 9.2 or 9.3 apply.

9.2      Termination for default




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         (a)       If a Party (the Defaulting Party) breaches any term of this Deed, then the other
                   Party (Issuing Party) may give the Defaulting Party a notice to show cause (a
                   Show Cause Notice). The Show Cause Notice shall:

                         (i)       State it is a notice under this clause 9.2;

                         (ii)      Set out the details of the alleged breach;

                         (iii)     State that the Defaulting Party is required to show cause in writing
                                   why the Issuing Party should not exercise a right referred to in
                                   clause 9.2(b);

                         (iv)      State the date and time by which the Defaulting Party must show
                                   cause to the Issuing Party (which time must be a reasonable
                                   period having regard to the nature of the breach).

         (b)       If the Defaulting Party fails to show reasonable cause by the date and time
                   stated in the Show Cause Notice, the Issuing Party may immediately terminate
                   the Deed by written notice to the Defaulting Party.

         (c)       If Council terminates this Deed for default by TN pursuant to this clause, TN
                   must pay back to Council any uncommitted portion of the Funding that remains
                   unspent and, if applicable, repay any Misapplied Funds.

9.3      Either party may terminate this Deed 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).

9.4      If this Deed is terminated by Council prior to the expiration of the Term and future
         funding is not provided, TN must pay to Council, any portion of the Funding
         uncommitted by TN within 60 days of such termination. TN must produce documentary
         evidence of the Funding commitment for this provision to apply. Without this evidence
         TN must repay to Council any portion of the Funding unspent.

9.5      If the Deed is terminated pursuant to this clause or the Term expires and further funding
         is not provided, TN may request approval from Council, in accordance with the
         conditions set out at clause 11.1(b), to apply the Contingency Fund to cover costs
         directly associated with winding up TN, with these costs to be applied if approved in
         writing by Council under clause 11.



10.      Confidentiality

10.1     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.




 Tourism Noosa Funding Deed, 2026-29                                                             Page 15

Page 16

10.2     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.



11.      Contingency Fund

11.1     Maintenance of Contingency Fund

         (a)       TN will maintain at all times a Contingency Fund at a balance that is no less
                   than $200,000 throughout the term of this Deed, subject to the conditions set
                   out in this clause 11.1.

         (b)       Amounts may be withdrawn from the Contingency Fund on the following
                   conditions:

                         (i)       TN must request Council’s approval for any withdrawal of any
                                   amount from the Contingency Fund, and provide reasons to
                                   Council for the request, as well as a proposal for the
                                   reimbursement of any such funds back into the Contingency Fund
                                   within a proposed period (Request); and

                         (ii)      Council may approve or decline the Request in writing, in its
                                   absolute discretion;

                         (iii)     In exercising it discretion under clause 11.1(b)(ii), Council must act
                                   reasonably and in good faith.

         (c)       Council must respond in writing to a Request under clause 11.1(b)(i) above
                   within 5 Business Days of receiving the Request.



12.      General Provisions

12.1     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.

12.2     A party giving notice under this Deed must do so in writing to the person and at the
         address or email address specified below:

           Notices to Council
           Contact Name                Larry Sengstock




 Tourism Noosa Funding Deed, 2026-29                                                               Page 16

Page 17

           Job title                   Chief Executive Officer
           Address                     9 Pelican St, Tewantin QLD 4565
           Email address               [email protected]
           Notices to TN
           Contact Name                Sharon Raguse
           Job title                   Chief Executive Officer
           Address                      2 Parkyn Court, Tewantin QLD 4565
           Email address                [email protected]


12.3     Variation

         (a)       Any variation, modification or waiver of any provision in this document, or
                   consent to any departure by a Party from a provision:

                         (i)       will be of no force nor effect unless it is consented to in writing by
                                   the Parties to this document or, in the case of a waiver, by the
                                   Party giving it; and

                         (ii)      will be effective only to the extent to, or for, which it is made or
                                   given.

         (b)       Any oral variation, modification or waiver of any provision in this document, or
                   consent to any departure by a Party from a provision, shall be of no force or
                   effect until consented to in writing by the Parties to this document.


12.4     Warranties

         (a)       Each Party to this document warrants to the other Party that:

                         (i)       there is no impediment to them entering into this document;

                         (ii)      they have relied upon their own enquiries and have not entered
                                   into this document in reliance on, or as a result of, any
                                   representation, promise, statement, conduct or inducement by, or
                                   on behalf of, any other Party except as set out in this document;

                         (iii)     they have taken, or have had the opportunity to take, independent
                                   legal advice as to the nature, effect and extent of this document.

         (b)       Each person signing this document as an authorised officer or agent or
                   otherwise on behalf of any Party, by doing so, warrants to the other Party that,
                   as at the date of signing, the person has full authority to execute this document
                   on behalf of that Party.

         (c)       Each Party is aware that the other Party has relied upon the above warranties in
                   entering into this document.


 Tourism Noosa Funding Deed, 2026-29                                                                Page 17

Page 18

12.5     Severance

         (a)       The covenants, undertakings and conditions contained in this document are
                   severable and shall be so construed as not to infringe any laws that may affect
                   this document.

         (b)       If such covenant, undertaking or condition on its true interpretation is found to
                   infringe any such laws, the covenant, undertaking or condition shall be read
                   down to the extent as may be necessary to ensure that it does not infringe any
                   such law.

         (c)       In the event that the infringing covenant, undertaking or condition cannot be
                   read down, it shall be deemed void and severable and shall be deemed deleted
                   from this document to the same extent and effect as if it was never incorporated
                   into this document.

         (d)       If any covenant, undertaking or condition is, or becomes, invalid for any reason,
                   such invalidity shall not affect the validity or operation of any other covenant,
                   undertaking or condition of this document (except to the extent necessary to
                   give effect to such invalidity).


12.6     Acts to perform Deed

         Each Party will promptly perform all acts, execute and deliver all documents, and do
         everything reasonably required by the other Party to carry out and give effect to the intent
         and purpose of this document.


12.7     Time

         Time is of the essence in respect of the obligations contained in this Deed.


12.8     Counterparts

         (a)       This document may be signed in any number of counterparts with the same
                   effect as if the signatures to each counterpart were on the same instrument.

         (b)       The Parties may exchange counterparts by facsimile or by attaching a scanned
                   copy of the counterpart to an e-mail transmission as an Adobe PDF®
                   document.


12.9     Governing Law

         (a)       The rights, liabilities and obligations of the Parties under this Deed, and the
                   interpretation and enforcement of this Deed, are governed by the laws of the
                   State of Queensland.




 Tourism Noosa Funding Deed, 2026-29                                                          Page 18

Page 19

        (b)       The Parties agree to submit to the non-exclusive jurisdiction of the Courts of
                  Queensland to deal with all matters arising out of or related to this Deed and its
                  enforcement.


12.10 Entire Agreement

        (a)       This Deed embodies the entire understanding and agreement between the
                  Parties in relation to the terms under which the Funding will be provided, as at
                  the Effective Date.

        (b)       All previous negotiations, understandings, representations, warranties,
                  memoranda or commitments in relation to, or in any way affecting, the subject
                  matter of this document are merged in and superseded by this document and
                  are of no force or effect.


12.11 Good Faith & Collaboration

        (a)       Each Party will cooperate with the other Party and act reasonably and in good
                  faith in carrying out its obligations under this Deed; and

        (b)       The Parties will act collaboratively in their dealings and negotiations to fulfill
                  their respective obligations under this Deed.


12.12 Approval and Mutual Agreement

        Written agreement by the signatories to this Deed noted at clause 12.2 will constitute an
        approval by that Party or with both signatories, mutual agreement of the Parties for the
        purposes of this Deed.




Tourism Noosa Funding Deed, 2026-29                                                              Page 19

Page 20

SCHEDULE 1: Agreed Priorities, KPIs and Target Metrics

This Schedule sets out the Agreed Priorities, KPIs and Target Metrics for Tourism Noosa Ltd
(TN) to deliver under the Deed for year 1. It aligns reporting to the Deed’s quarterly reports and
Annual Outcome Report requirements. Agreed Priorities, KPIs and Target Metrics will be
reviewed and updated annually (by 30 June), and any agreed changes will replace this
Schedule 1.

Definitions used here have the meaning given in the Deed. The Agreed Priorities are to be
delivered via TN’s Annual Business Plan (ABP), in alignment with Council’s Destination
Management Plan (DMP) and the service delivery model referred to in the Tourism Noosa
Roadmap, adopted by Noosa Council on 18 December 2025.

For the purposes of this Deed, alignment with the DMP means actions that actively contribute
to, embed and advance the values, principles and actions of the DMP, including but not limited
to:

    •    Visitors demonstrating behaviours consistent with community values and regenerative
         tourism principles;
    •    The overarching destination marketing strategy and implementation aligns with DMP
         values and principles, embedding consistent messaging regarding regenerative,
         community-first approach and tourism for good;
    •    Visitor demand is actively managed to reduce pressure on high-use areas in peak
         periods including how people travel and move around the destination;
    •    Tourism actively contributes to environmental protection and regeneration outcomes;
    •    The local tourism industry is supported to transition toward regenerative and eco-
         certified practices;
    •    The visitor economy prioritises value, yield and local benefit;
    •    Community confidence in, and support for tourism is maintained or improved;
    •    Strategic partnerships are leveraged to deliver outcomes consistent with the DMP and
         regenerative tourism objectives;
    •    Transparent governance, reporting and accountability mechanisms demonstrate
         delivery against DMP outcomes; and
    •    Visitor experiences consistently reinforce Noosa’s values, encouraging low-impact and
         place-sensitive behaviours.

NOTE: Agreed Priorities, KPIs and Target Metrics have an allocated level of priority as set out in
Schedule 2, which is to be applied to calculate the Performance Adjustment.

Agreed Priorities, KPIs and Target Metrics (refer Schedule 2 priority ranking and points
allocation):
     - 1, 2 & 3 are high priority deliverables;
     - 4, 5 & 6 are middle level priority; and
     - 7 & 8 are lower priority deliverables.




 Tourism Noosa Funding Deed, 2026-29                                                        Page 20

Page 21

Agreed Priorities                     Agreed Year 1 KPIs               Target Metrics


1. Strategy, Governance & DMP Alignment

1.1 TN must review its Strategic      1.1 Reviewed Strategic Plan      1.1.1 Reviewed Strategic Plan
    Plan to ensure alignment with         submitted to Council for           submitted to Council on
    DMP.                                  endorsement                        or by 31 July, 2026.


1.2 TN must submit an Annual          1.2 ABP submitted to             1.2.1 ABP submitted on or by
    Business Plan (ABP) aligned           Council used to structure         31 July 2026
    to the DMP and this Schedule          quarterly reporting.


1.3 TN to undertake a Strategic       1.3 Strategic Review of TN       1.3.1 Company Review Report
    Review of the Company in              Company including                  delivered to the TN Board
    line with Roadmap                     constitution, trading              and outcomes shared
    recommendations.                      name, organisational               with Council by
                                          structure and costed               September 2026.
                                          implementation plan


1.4 Council–TN Operational            1.4 Regular operational          1.4.1 Four (4) specific
    Alignment and Early                   alignment meetings              operational alignment
    Engagement                            between Council and TN          meetings are held per
                                          support early‑stage             Financial Year.
                                          planning, alignment to
                                          DMP priorities and
                                          proactive management of
                                          emerging issues


2. Brand Stewardship, Marketing & PR


2.1 TN will steward evolution of      2.1     Delivery of an annual    2.1.1 Campaigns delivered
    the Noosa destination brand in            destination marketing          aligned to DMP:
    alignment with the DMP.                   plan that embeds the
                                              guiding principles of        - 1 x Winter
                                              the DMP by 31 July           - 1 x Summer
                                              2026.                        - 1 x Business Events
                                                                           - 1 VFR/Staycation
                                                                             campaign


                                      2.1.1    Demonstrated            2.1.2 Ten (10) Media releases
                                               inclusion of                 aligned with Destination
                                               destination                  Management Plan values,
                                               management plan              principles and objectives
                                               principles and values        messaging by June 30
                                               within annual
                                               communications plan



Tourism Noosa Funding Deed, 2026-29                                                      Page 21

Page 22

                                      2.1.2   Demonstrated            2.1.3 DMP Principles, values
                                              inclusion of                  including Tourism for
                                              destination                   Good prioritised within
                                              management                    Official Holiday Guide,
                                              principles and values         Destination Maps and
                                              within official TN            consumer website by
                                              produced consumer-            June 30
                                              facing collateral and
                                              website.


3. Industry Capability & Experience Development


3.1 TN will incorporate in its ABP,    3.1.1 Delivery of a Tourism    3.1.1 Commitment to advancing
    tourism industry leadership              Capability and                  sustainability certification
    initiatives which advance                Experience                      by 6 operators by June
    understanding and                        Development Program             30
    commitment to sustainability             as incorporated into
    certification and regenerative           the ABP (refer to KPI
    approaches to tourism.                   1.1)


3.2 TN will support Council with       3.1.2 Assist the               3.1.2 Minimum of one (1) new
    development of the tourism               development of new             experience progressed to
    industry module of the ‘For the          or upgraded                    concept testing stage by
    Love of Noosa’ program and               regenerative and/or            June 30
    rewards program                          Kabi Kabi cultural
                                             visitor experience



                                       3.2 Develop framework          3.2.1   TN complete a review of
                                           and draft content for              the ‘Welcome to Noosa’
                                           industry modules                   content that identifies
                                           based on content                   actions and resources
                                           review                             required to update and
                                                                              align with the ‘For the
                                                                              Love of Noosa’
                                                                              program, by June 30


4. Visitor Services


4.1 VIC to embed consumer                                             4.1.1 Specifically;
                                      4.1 Consumer contact points
    behavioural expectations                                               -  Reservations desk
                                          reflect the guiding
    aligned to the DMP                                                     -  Booking confirmations
                                          principles of the DMP
                                                                           -  School Holiday Guides
.                                                                          -  VIC screen messaging


4.2 TN will implement                                                 4.2.1 Implementation complete
                                      4.2 Minimum of four (4)
    recommendations from the                                                by December, 2026
                                          recommendations
    efficiency review of the VIC as
                                          implemented
    provided to Council Dec 2025




Tourism Noosa Funding Deed, 2026-29                                                       Page 22

Page 23

4.3 TN will deliver a Strategic       4.3 TN and Council will agree   4.3.1 Initial Strategic Review
    Review of Visitor Services            the scope of a Stage 1            Report delivered to the
    addressing scope, partnership         Strategic Review of               TN Board and outcomes
    models, location scenarios,           Visitor Services that             shared with Council on or
    transition planning and               builds on the efficiency          by 30 June, 2027
    recommended pathway                   review




5. Membership & Memberships and Partnerships

5.1 TN will continue to grow          5.1 Demonstrated year on
                                                                      5.1.1 A combined 5% increase
    membership revenue                    year membership
                                                                          in revenue generated across
                                          revenue growth.
                                                                          memberships and co-
                                                                          operative marketing is
                                                                          achieved benchmarked
                                                                          against previous financial
                                                                          year.


5.2 TN will proactively engage        5.2 Explore options for
                                                                      5.2.1 Options Paper for shared
    with local business and               shared services model
                                                                          services delivered by 30
    environmental groups to               with relevant partners
                                                                          April, 2027.
    identify collaboration
    opportunities to advance the
    objectives of the DMP and
    Tourism Roadmap


5.3 TN will maintain strategic        5.3 Attracting Aviation         5.3.1 Campaign progress
    partnerships with Sunshine            Investment Funds (AAIF)         included in item 7.2.1
    Coast Airport and relevant            leveraged to support key
    peak Tourism Bodies                   destination marketing
    including Visit Sunshine Coast        campaigns
    to position Noosa as
    Australia’s pre-eminent
    destination for regenerative
    tourism.


6. Revenue Diversification


6.1 TN will progress                  6.1 Four (4) recommended        6.1.1 Revenues from new
    recommendations as provided           initiatives progressed to       initiatives reflected in
    in the revenue diversification        implementation                  financial reporting by 31 April
    report provided to Council in
    December 2025



6.2 TN will continue to pursue        6.2 Two (2) new business        6.2.1 Business cases presented
   practical alternative revenue          cases developed                 to the TN Board by 31 April
   initiatives aligned to the DMP


Tourism Noosa Funding Deed, 2026-29                                                       Page 23

Page 24

    and non-duplicative of Council                                           2027, shared with Council by
    functions.                                                               31 May, 2027



7. Trade & Business Events


7.1 TN will maintain international     7.1   Trade training, trade       7.1.1     ≥ 100 international
    trade engagement in priority,            famils (where TN lead)              agents trained by 30
    values-aligned markets.                  and trade promotional               June, 2027
                                             materials incorporate
                                             the guiding principles      7.1.2 Official Trade-planner
                                             and values of the                 and website refreshed by
                                             DMP.                              30 April, 2027


7.2 TN will deliver Business           7.2.1 BE website updated         7.2.1 BE website refreshed and
    Events (BE) activity aligned             with DMP principles              updated by 30 June,
    with DMP principles                      and for example how              2027
                                             to ‘tread lightly’ and
                                             options for engaging
                                             in regenerative activity
                                             where developed by
                                             operators

                                       7.2.2 Recommendations for        7.2.2 ≥ 5 BE enquiries for quote
                                             more sustainable                 for regenerative
                                             corporate events                 engagement options for
                                             embedded in all bids             delegates


8. Research, Insights & Reporting


8.1 TN will maintain tourism data     8.1 TN data dashboard             8.1.1 Four (4) insights report
    and insights based on                 maintained                        published seasonally
    standard industry data
    reporting [TRA and Localis]


8.2 TN will prepare and submit all    8.2. Funding Deed Reporting       8.2.1 Delivery of Reports as per
   reporting required under the             submitted within 10         below for each financial year;
   Deed.                                    business days of each
                                            quarter end (where           -    Q1 Progress Report on or
                                            feasible)                         by 10 October

                                                                         -    Q2 Progress Report on or
                                                                              by 10 January

                                                                         -    Q3 Progress Report on or
                                                                              by 10 April

                                                                         -    Annual Outcomes Report
                                                                              on or by 31 July




Tourism Noosa Funding Deed, 2026-29                                                          Page 24

Page 25

8.3 TN will work with Council to      8.3 A Table of Tourism          8.3.1 Deliver an updated Annual
    develop Annual Tourism                Industry indicators that          Tourism Key Indicators
    Industry Key Indicators that          contribute to the overall         Table by 31 July
    align to the DMP and                  DMP monitoring reports.
    Destination Stewardship
    Council




Tourism Noosa Funding Deed, 2026-29                                                     Page 25

Page 26

SCHEDULE 2: Performance Adjustment Calculation

(For the purposes of simplifying this formula “KPIs and Target Metrics” are referred to as “KPIs”)

1. KPI tiers and points

      Tier                               KPIs                       Points each
      Highest                            1, 2, 3                    3 points
      Middle                             4, 5, 6                    2 points
      Lowest                             7, 8                       1 point



2. Deduction scale based on failed points

Scale
 Failed points                         Deduction %                Max deduction
 1                                     10%                        $35,000
 2-3                                   25%                        $87,500
 4-5                                   50%                        $175,000
 6-7                                   75%                        $262,500
 8+                                    100%                       $350,000



3. Example Scenario

KPIs not achieved: KPI 6, KPI 5, KPI 7

Step 1: Count failed points

           KPI                             Tier                      Points
           KPI 6                           Middle                    2
           KPI 5                           Lowest                    1
           KPI 7                           Lowest                    1
           Total failed points                                       4




 Tourism Noosa Funding Deed, 2026-29                                                       Page 26

Page 27

Step 2: Determine the applicable cap
From the scale above:
   • 4 failed points → 50% deduction

                                       50% × $350,000 = $175,000
Final result

Total Performance Adjustment deducted: $175,000


4. Other examples

      Failed KPIs                 Points             Deduction     Comment
      KPI 7 only                  1                  $35,000       Minor
      KPI 7 & 8                   2                  $87,500       Two low failures
      KPI 6 only                  2                  $87,500       Middle KPI
      KPI 1 only                  3                  $87,500       One critical miss
      KPI 2 & 6                   5                  $175,000      High + middle
      KPI 1, 4, 6                 7                  $262,500      Severe
                                                                   Minimum target
      KPI 1, 2, 7, 8              8                  $350,000
                                                                   missed




 Tourism Noosa Funding Deed, 2026-29                                            Page 27

Page 28

Signing page
Executed as a Deed



Signed for and on behalf of Noosa Shire Council ABN 97 969 214 121
by its duly authorised representative




Signature of witness                         Signature of Authorised Representative




Full name of witness (print)

                                             Name and position of Authorised
                                             Representative
Address of witness (print)




Signed for and on behalf of Tourism Noosa Ltd ABN 45 097 924 199
In accordance with section 127 Corporations Act 2001 (Cth)




Signature of Director                        Signature of Director/ Secretary




Full name of Director (print)

                                             Full Name Director/ Secretary




Tourism Noosa Funding Deed, 2026-29                                              Page 28

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