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

8.3   Intellectual property in NBRF program material
a)    Subject to this clause, Intellectual Property in NBRF Program Material vests immediately in
      NBRF.
b)    NBRF grants to the Council a permanent, irrevocable, royalty-free, worldwide, non-exclusive
      licence (including a right of sub-licence) to use, reproduce, communicate, adapt and exploit
      the Intellectual Property in the NBRF Program Material.

8.4   Dealing with intellectual property
NBRF warrants that it is entitled, or will be entitled at the relevant time, to deal with the Intellectual
Property in both the Council Material and the NBRF Program Material in accordance with this clause
8.

8.5   Consent to specified acts
NBRF agrees:
a)    To obtain from each author of any NBRF Program Material a written consent to the Specified
      Acts (whether occurring before or after the consent is given) which extends directly or indirectly
      to the performance of the Specified Acts by the Council or any person claiming under or
      through the Council;
b)    To obtain from each author of any NBRF Program Material a written consent to the Specified
      Acts (whether occurring before or after the consent is given) which extends directly or indirectly
      for the Council’s benefit in relation to the Council’s licensed use of such material; and
c)    Upon request, to provide the executed original of each such consent to the Council.
d)    In this clause, “Specified Acts” means any of the following classes or types of acts or omissions
      by or on behalf of the Council, excluding false attribution of authorship:
      i)     Using, reproducing, adapting or exploiting all or any part of the NBRF Program Material,
             with or without attribution of authorship, and
      ii)    Supplementing the NBRF Program Material with any other material; or
      iii)   Using the NBRF Program Material in a different context to that originally envisaged.
9     INDEMNITY

9.1   General indemnity
NBRF indemnifies (and agrees to keep indemnified) the Council against any:
a)    Cost or liability incurred by the Council;
b)    Loss of or damage to property of the Council; or
c)    Loss or expense incurred by the Council in dealing with any claim against it, including legal
      costs and expenses on a solicitor/own client basis and the cost of time spent, resources used,
      or disbursements paid by the Council;
Arising from:
d)    Any act or omission by NBRF or NBRF’s officers, agents, employees, contractors or advisers
      (whether voluntary or paid) where there was fault on the part of the person whose conduct
      gave rise to that costs, liability, loss, damage or expense;
e)    Any breach of NBRF of the Deed; or
f)    The use by Council of the material created for the purpose of this Deed, including any claims
      by third parties about the ownership or right to use intellectual property or Moral Rights.




Funding Deed – Noosa Biosphere Reserve Foundation Ltd & Noosa Council                            Page 10