2019-03-12 P&E Agenda - Item 7 - Attachment 1 - NBRF FY17-18 Annual Report

8     INTELLECTUAL PROPERTY

8.1   Intellectual property in council material
a)    The Council will retain ownership of all Council Material, including Intellectual Property in that
      Council Material, but grants NBRF a royalty-free world wide, non-exclusive licence, (including
      a right of sub-licence to a third party), to use, reproduce, adapt and exploit the Council Material
      on the condition that this licence is only granted for the purposes of this Deed.
b)    The above mentioned licence may be terminated by the Council immediately upon written
      notice on the occurrence of any of the following events:
      i)     The Trust or NBRF becomes insolvent, subject to administration, unable to meet its debts
             or the NBRF decides to wind up the Trust or itself for any reason whatsoever; or
      ii)    The Council forms the reasonable view that either the Trust or the NBRF is insolvent; or
      iii)   The Council forms the reasonable view that either the Trust or the NBRF is in breach of
             the terms of the trust deed which created the Trust where that breach is not, in the opinion
             of the Council, capable of remedy; or
      iv)    The Council forms the reasonable view that the NBRF is in breach of any provision of its
             own constitution or any provision of this Deed where that breach is not, in the opinion of
             the Council, capable of remedy.
c)    The Council may also terminate the above mentioned licence on the occurrence of any of the
      following events:
      a.     The Council forms the reasonable view that either the Trust or the NBRF is in breach of
             the terms of the trust deed which created the Trust where such breach is capable of
             remedy and NBRF fails to remedy that breach within thirty (30) days, or such longer
             period as Council stipulates, after receiving notice from the Council requiring it to do so;
             or
      b.     The Council forms the reasonable view that the NBRF is in breach of any provision of its
             own constitution or any provision of this Deed where that breach is capable of remedy
             and NBRF fails to remedy that breach within thirty (30) days, or such longer period as
             Council stipulates, after receiving notice from the Council requiring it to do so.
d)    Council may, pursuant to the above licence, authorise the use of any Council Logo by the
      NBRF in such manner and subject to such conditions as the Council deems appropriate in its
      absolute discretion subject to it retaining full ownership of the Council Logo. NBRF agrees
      that any Council Logo is not to be used unless expressly approved in advance and in writing
      by the Council.
e)    Upon the conclusion of the term of this Deed or an earlier termination of this Deed, NBRF will
      not retain any Council Material remaining in NBRF’s possession and will immediately return all
      physical expressions of the Council Material to the Council and will destroy any electronic
      copies thereof, unless the Council notifies NBRF otherwise in writing.
f)    NBRF agrees to keep safely Council Material provided to NBRF for the purposes of this Deed
      and to abide by any obligations of privacy and confidentiality to which Council may be bound
      in law.
g)    Any adaptations, variations or extensions made to the Council Material during the term of the
      above mentioned licence or any sub-licence shall become, upon its creation, the property
      (including Intellectual Property) of the Council.




Funding Deed – Noosa Biosphere Reserve Foundation Ltd & Noosa Council                             Page 8