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

8.2   Obligations on NBRF
a)    NBRF will immediately do all such things, take such reasonable steps, execute any documents
      and follow such reasonable directions as the Council from time to time reasonably requests in
      order to perfect, record or preserve the Intellectual Property in the Council Material and this
      will include, but is not limited to, including such conditions, limitations or restrictions in any sub-
      licences granted by NBRF pursuant to this Deed that the Council deems reasonably necessary
      to perfect, record or preserve the Intellectual Property in the Council Material.
b)    The Council shall have the right to take action against any third parties to prosecute or defend
      legal proceedings including proceedings for an infringement of the Intellectual Property in the
      Council Material. If the NBRF becomes aware of any infringement or suspected infringement
      it will promptly inform the Council and will provide all reasonable assistance (excluding financial
      contribution to such proceedings) in any legal proceedings for the defence or prosecution of
      the Intellectual Property.
c)    Unless otherwise expressly exempted in writing by the Council, the NBRF will ensure that any
      licensed use of the Trade Mark in any context shall appear with the symbol ®. In the event that
      the Council decides to lodge a certification mark application in relation to the Trade Mark, the
      NBRF will provide all reasonably requested documentary and other support necessary to
      support that application including the provision by the NBRF of financial support of that
      application to the extent that the parties may mutually agree. In the event that registered
      certification mark status is granted for the expression “Noosa Biosphere”, the expression
      “Trade Mark” as it appears in this Deed shall also include a reference to that certification mark
      and the Deed shall be interpreted accordingly.
d)    Unless otherwise expressly exempted in writing by the Council, the NBRF will not grant a third
      party sub-licence with a fixed term of greater than 3 years but may grant an option or options
      to extend that term subject to the provisions of clause 8.2 f) iii.
e)    The NBRF hereby acknowledges that the Council Material is the Intellectual Property of the
      Council and shall act only in good faith when dealing with the Council Material in order to best
      preserve the Council’s Intellectual Property.
f)    The NBRF agrees that it will procure every sub-licence of the Council Material that it grants
      pursuant to the Deed, unless it has received an express written exemption from the Council to
      do otherwise, to include in those sub-licences the following:
      i)     An acknowledgement that the Intellectual Property in the Council Material is owned by
             the Council and that the sub-licensing of the Council Material is provided with the consent
             of the Council according to this Deed;
      ii)    The Trade Mark, wherever used by a third party sub-licensee must appear with the
             expression ® unless expressly advised otherwise in writing by the Council;
      iii)   Any licence granted by NBRF which grants the third party sub-licensee an option or
             options to extend the term of the sub-licence must be stated to be unenforceable and
             invalid if the Council’s licence of its Intellectual Property in the Council Material to NBRF
             has been terminated for any reason prior to the proper exercise of that option by the third
             party sub-licensee; and
      iv)    Any other condition, limitation or restriction on the third party sub-licence that the Council
             deems reasonably necessary to include in such a sub-licence to perfect, restore or
             preserve its Intellectual Property in the Council Material.
g)    In order to ensure the application of the above provisions NBRF will provide to the Council
      copies of any proposed sub-licenses to third parties granted pursuant to this Deed in advance
      of execution for the Council’s approval, unless the Council expressly advises in writing
      otherwise.




Funding Deed – Noosa Biosphere Reserve Foundation Ltd & Noosa Council                                Page 9