2019-07-09 Planning & Environment Committee Agenda

PLANNING & ENVIRONMENT COMMITTEE MEETING AGENDA      9 JULY 2019




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PLANNING & ENVIRONMENT COMMITTEE MEETING AGENDA                                                                  9 JULY 2019

         12.6    Where a supply made under or in connection          14.10   A single or partial exercise of or waiver of the
                 with this agreement is a progressive or periodic            exercise of any right, power or remedy does not
                 supply, clause 12.4 applies to each component               preclude any other or further exercise of that or
                 of the progressive or periodic supply as if it were         any other right, power or remedy.
                 A sepatatesauppy.                                   14.11   A right under this agreement may only be
                                                                             waived in writing signed by the party granting
        a3     AUTHORITY                                                     the waiver and is effective only to the extent
         13.1    The persons signing on behalf of the parties                specifically set out in that waiver.
                 warrant and represent that they have authority      14.12   Any variation or amendment to this agreement
                 to execute this agreement on behalf of the party            must be in writing and signed by the parties.
                 for whom they have signed.
                                                                     15      DEFINITIONS AND INTERPRETATIONS
         14      GENERAL                                            eo
                                                                           Definitions
         14.1    The laws of Queensland, Australia govern this
                 agreement.                                          15.1  In this agreement: unless the context otherwise
                              .                 ;                          requires, the following definitions apply:
         14.2    Each party irrevocably submits to the non-
                 exclusive   jurisdiction of   the   courts   of           Budget means the budget for the Program
                 Queensland, Australia and courts competent to             which is set out in Annexure 2;
                 hear appeals from those courts.                           Commencement         Date   means    the   date
         14.3.   Where HLW may exercise any right or discretion            specified in the Agreement Schedule;
                 or make any decision under this agreement,                Completion Date means the date for the
                 HLW may do so in its absolute discretion,                 completion of the Program set out in the
                 conditionally or unconditionally, and without             Agreement Schedule;
                 being required to give reasons or act reasonably.                    .            .
                 This  clause  applies  unless  this agreement             Confidential Information of a party means
                 expressly requires otherwise.                             the existence of and terms and conditions of
                                                     oo                    this agreement and any information:
         14.4    The Network Member must not assign, in whole                (a) relating to the business and affairs of a
                 or in part, or novate the Network Member's                      party;
                 rights and obligations under this agreement                 (b) relating to a party's, clients, employees,
                 without the prior written consent of HLW (such                  sub-contractors or other persons doing
                 consent not to be unreasonably withheld).                       business with a party;
         14.5    A Clause or part of a clause of this agreement              (°) which is by its nature confidential; —
                 that is illegal or unenforceable may be severed             (4) which is designated as confidential by a
                 from this agreement and the remaining clauses                   party; or
                 or parts of the clause of this agreement continue           (e) which the other party knows or ought to
                 in force.                                                       know, is confidential,
         14.6    This   agreement    supersedes    all  previous            and   all trade   secrets, knowhow, _ financial
                 agreements    about its  subject  matter. This              information   and    other    proprietary   or
                 agreement    embodies   the  entire agreement              commercially valuable information of a party;
                 between the parties.                                       and includes HLW Material.
         14.7    To the extent permitted by law, any statement,            Deliverables means the deliverables of the
                 representation   or  promise   made    in  any            Program set out in Annexure 1;
                 negotiation or discussion, is withdrawn and has           Intellectual Property includes all copyright, all
                no effect except to the extent expressly set out           rights  in  relation to   inventions  (including
                 or incorporated by reference in this agreement.           patents),  registered and   unregistered  trade
         14.8    Each   party acknowledges and agrees that,                marks   (including service  marks),   registered
                 except as specified in this agreement, it does not        designs, confidential information and all other
                 rely on any prior conduct or representation by            rights resulting from intellectual activity in the
                        .                       ;             ;            all other rights with   respect to   intellectual
         14.9    The failure of a party to require full or partial         property as defined in Article of the Convention
                 performance of a provision of this agreement              establishing the   World  Intellectual Property
                 does not affect the right of that party to require        Organisation of July 1967;
                 performance subsequently.
                  6 | Network Member Agreement — Noosa Council

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