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

        Background
         A     ___HLW has expertise in delivery of the Program.   2.4     Unless agreed otherwise, upon termination of
         B     The Network Member wishes to engage HLW to                 this agreement the parties will continue to be
               deliver the Program under the terms of this                bound    _by  the obligations,_    given   _in
               agreement.                                                 clauses[5](Confidentiality), [8.5](Insurance),
                       ;    /                                            [9](Disputes) and any other clauses which, by
         Cc    The parties wish to record the terms and                   their nature, are intended to survive termination.
               conditions in this agreement, which consists of:
              (a) Agreement Schedule;                             3     Payment and Program Contributions
              (b) the Agreed Terms;                               3.1   The Network Member must pay to HLW the
              (c) Annexure 1 — Deliverables and Key                     Program Contribution in accordance with the
                  Performance Indicators; and                           Contribution Schedule.
              (d) Annexure 2 — Budget.                            3.2   All invoices issued by HLW to the Network
                                                                        Member must be paid within 30 days of the
       Ag reed terms                                                    invoice date.
         1      PROGRAM                                           3.3.  Payments from the Network Member will be
                            so a                                        deemed received when the funds are credited to
         1.1    In consideration of the payment of the Program          HLW'‘s nominated bank account and must be
                Contribution to HLW by the Network Member               payable by cheque or electronic funds transfer.
                under clause[B] HLW will deliver the Program in
                accordance with the Agreement Schedule and        4       INTELLECTUAL PROPERTY
                these Terms.                                        TT
                                                                          HLW Material Ownership
         2      TERM AND TERMINATION                              4.1     HLW Material remains the property of HLW and
                Tee                                                       subject to clause 8.1 nothing in this agreement
                                                                          grants the Network Member any Intellectual
         2:1    This    agreement     commences’    on _  the             Property Rights in the HLW Material or other
                Commencement      Date  and,  continues  until            Intellectual Property Rights of HLW.
                Completion Date unless terminated earlier in              P         Out
                accordance with clause [2.2]or otherwise agreed            rogram:   urcomes
                by the Network Member and HLW.                    4.2     The Program Outcomes will be owned, on their
                Termination for Breach                                    Creation, as follows:
         2:2    A party may terminate this agreement by written          (a) ae         ee pp a           those Reports
                 notice to the other party if:                                               Y     A
                (a) the other party breaches a term or condition          (b) pe ae ee             ee ae ae mt
                     of this agreement and fails to remedy that                                              Y     .
                     breach within 7 days of receiving notice             License of Program Outcomes
                     requiring Ktodo:so).or                       4.3     HLW grants the Network Member a_ non-
                (b) an Insolvency Event occurs,                           exclusive, royalty  and   licence free,  non-
                                       :       ‘                          transferable licence to exercise the Intellectual
                then the party may terminate this agreement by                      :     :
                written notice to the other party, in which case          Property Rights in tne don      Outcomes for
                this agreement will terminate immediately.                any purpose, except commercial purposes.
                After Termination or Expiry                       5        INFORMATION
        2.3     Termination of this agreement for any reason              Obligations
                 will be without prejudice to the continuing
                enforceability of any rights or obligations of the 5-1    Each party must:
                 parties accrued at the time of termination.              (a) keep confidential, and not use or disclose,
                                                                              other than as permitted by this agreement,
                 3 | Network Member Agreement — Noosa Council

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