1.1. In this Agreement, unless inconsistent with the context or subject matter, the following definitions will apply:
Agreement: means this licence of intellectual property agreement.
Business: means the sand beach paving business owned and operated by the Licensor.
Domain Name: means the domain name stated in the Schedule of this Agreement and any other domain names created or owned by the Licensor at the date of this
Agreement or not.
Contractor Agreement: means the independent contractor agreement entered into by the Licensor and Licensee dated [insert].
Intellectual Property: means the all past, present and future Trade Marks owned by the Licensor, Domain Name, Website, content available on the Website, Social Media
Handles, Works, patents and patent pending approval number AU2024903123, provisional patents, designs (whether registered or not), confidential information, and other information, documents or materials (in whatever format) whether or not designed or created by the Licensor, its employees, or its contractors at the date of this Agreement, or whether or not owned by the Licensor at the date of this Agreement, which are owned by or exclusively licensed to the Licensor and which are required by Licensee for purposes of conducting the Business.
Intellectual Property Rights: means all industrial and intellectual property rights of whatever nature in the Intellectual Property throughout the world conferred under
statute, common law or equity, whether existing now or at any time in the future, and includes rights in respect of or in connection with copyright, inventions, patents, formulae, databases, business processes and methods, Trade Marks, Website, other business names, company names, trade names, Domain Name, designs, the right to keep confidential information confidential, trade secrets and know-how and similar industrial and intellectual property rights, whether or not registrable and includes the right to apply for or renew the registration of such rights.
Social Media Handles: means all social media handles, whether existing or owned by the Licensor at the at the date of this Agreement or not, as stated in the Schedule
of this Agreement.
Territory: means [insert], being the geographical area agreed upon by the parties and defined by the relevant Local Government Area (LGA).
Term: means the period of time set out in clause 3.
Trade Marks: means all trade marks including but not limited to the unregistered trade marks as defined in the Schedule and any other trade marks owned by the Licensor
as of the date of this Agreement
Website: means the website located on the Domain Name.
Works: means all literary, musical or artistic works, cinematograph films or sound recordings or a published edition of such a work owned by the Licensor and any
adaptations of these works, whether already created or created in the future.

2.1. In this Agreement the following rules of interpretation apply, unless the contrary intention appears or context otherwise requires:
(a) a reference to a statute or a section of a statute includes all amendments to that statute or section passed in substitution for the statute or section
referred to and incorporating any of its provisions;
(b) a provision must not be interpreted adversely to a party only because that party was responsible for preparing it;
(c) headings are for convenience only and do not affect its interpretation;
(d) references to a person or words denoting a person includes a company, statutory corporation, partnership, joint venture and association, and includes that person's legal personal representatives, executors, administrators, successors and permitted assigns;
(e) every obligation entered into by two or more parties binds them jointly and each of them severally;
(f) where any word or phrase is defined, any other grammatical form of that word or phrase will have a corresponding meaning;
(g) "includes", "including" and similar expressions are not words of limitation;
(h) all monetary amounts are in Australian dollars; and
(i) reference to any agreement or other document annexed to or referred to in this Agreement includes:
     (i) any amendments to the Agreement; and
     (ii) any documents in addition to or in substitution for the Agreement which has been approved in writing by the parties to this Agreement.

3.1. This Agreement commences on the date of this Agreement and continues until the termination of the Contractor Agreement, unless terminated prior in accordance with this Agreement.

4.1. The Licensor grants the Licensee a non-exclusive licence in the Territory to use the Intellectual Property Rights in the Intellectual Property solely for the purposes of conducting the Business for the Term of this Agreement.
4.2. Nothing contained in this Agreement should be deemed to constitute an assignment of any right, title, or interest in and to the Intellectual Property or Intellectual Property Rights to Licensee, and for the avoidance of doubt, all right, title and interest in all the Intellectual Property or Intellectual Property Rights vests in the Licensor.

5.1. In consideration of the licence granted under clause 4 of this Agreement, the Licensee must pay the Licensor a fee of $1.
5.2. The Licensor reserves the right to modify the fees referred to at clause 5.1, subject to providing notice to the Licensee in writing.

6.1. The Licensee agrees to use the Intellectual Property for the purposes of promoting and conducting the Business, to a standard deemed appropriate by the Licensor.
6.2. Without limiting clause 6.1, the Licensee must ensure that it will comply with all directions, instructions, requirements, samples and specifications given by the Licensor in respect of the use of the Intellectual Property, if instructed by the Licensor in accordance with this clause.
6.3. Without limiting clause 6.2, the Licensee agrees to comply with any branding guidelines provided to the Licensee by the Licensor from time to time in relation to the Licensee’s use of the Intellectual Property. The Licensor reserves its rights to update or modify these guidelines at any time and the Licensee agrees to comply with those updated guidelines.
6.4. The Licensee must at all times, adopt and use branding which is similar to the branding used by the Licensor in connection with the promotion of the Business.
6.5. The Licensee agrees to provide examples of the use of the Intellectual Property at the Licensor’s request and the Licensor shall have the right to disapprove of such use and require the Licensee to cease or revise such use at its discretion.
6.6. If requested to by the Licensor, the Licensee also agrees to:
(a) provide the Licensor with any proposed modifications to the Website, including but not limited to enhancement of the Website’s layout;
(b) inform and provide the Licensor with any proposed contracts with backend providers, front end developers, service providers, IT Developers and any other third party which is intended to alter and or enhance the Website; and
(c) obtain approval from the Licensor with regard to the matters referred to at clauses 6.6.(a) and 6.6.(b).

7.1. If the Licensee makes, devises, discovers, or otherwise acquires rights in any improvement, additions, or alterations to the Intellectual Property, if it is not prohibited by law, the Licensee must promptly notify the Licensor in writing, giving details of the improvement, additions, or alterations and must, if the Licensor requests, provide any further information reasonably required to enable the Licensor to evaluate the improvement, additions, or alterations.
7.2. The Licensor may either consent to the Licensee’s use of the improvement, additions, or alterations or may require the Licensee to cease using or developing any improvement, additions, or alterations.
7.3. All right, title and interest in all improvement, additions, or alterations vests in and is hereby assigned to the Licensor.

8.1. If the Licensee learns of:
(a) any actual, suspected or threatened infringement of the Intellectual Property Rights in the Intellectual Property licensed under this Agreement; or
(b) any common law passing-off which may cause deception or confusion to the public by a third party, the Licensee must immediately notify the Licensor in writing giving particulars of the
infringement.
8.2. The Licensee agrees to reasonably assist and cooperate with the Licensor in the event of any claims under this clause.
8.3. The Licensee has the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief and to retain any damages recovered in respect of:
(a) any actual, suspected or threatened infringement of the Intellectual Property Rights in the Intellectual Property licensed under this Agreement; or
(b) any common law passing-off which may cause deception or confusion to the public by a third party,
during the Term, jointly with or separately from the Licensor

9.1. Either party may terminate this Agreement by giving 30 days written notice if the other party defaults in the performance of any material term of this Agreement, where that failure is capable of remedy and the other party fails to remedy such a default within 7 days of notice specifying the failure.
9.2. Either party terminate this Agreement with immediate effect by giving written notice to the other party in any of the following circumstances:
(a) upon the happening of any of the following insolvency events:
(i) the Licensee ceases to (or is unable to) pay its creditors (or any class of them) in the ordinary course of business, or announces its intention to do so;
(ii) a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to the Licensee or any of its assets;
(iii) the Licensee enters into, or resolves to enter into, a scheme of arrangement, compromise or composition with any class of creditors;
(iv) a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of the Licensee; or
(v) anything having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction,
(A) the making by the Licensee of an assignment or attempted assignment for the benefit of its creditors; or
(B) the Licensee engages in conduct that is detrimental to the Licensor’s Intellectual Property Rights in the Intellectual Property.
9.3. Any termination of this Agreement under clauses 9.1. or 9.2. is without prejudice to the rights of the party terminating to seek and obtain damages for any breach of this Agreement by the other party.
9.4. Termination of the Contractor Agreement by either party, will result in the automatic termination of this Agreement. Upon such termination, both parties shall comply with their respective post-termination obligations as set out in clause 10 of this Agreement.

10.1. On termination of this Agreement under clause 10, the Licensee must immediately:
(a) cease use of the Intellectual Property;
(b) cease use of any trade mark that is substantially identical or deceptively similar to any of the Trade Marks including in any business name, company name and/ or domain name; and
(c) deliver to the Licensor all documents and other materials (including all copies) in its possession relating to the Intellectual Property and do such further
things as may be reasonably required by the Licensor to protect its right, title and interest in the Intellectual Property.

11.1. The Licensee must:
(a) keep confidential all information and technical data disclosed by the Licensor to the Licensee provided that the Licensee has the right to disclose such information to its employees insofar as it is necessary for them to know the information for the use of the licence granted in this Agreement; and
(b) not use any of the Licensor’s disclosures or other information or technical data, except for the purposes of the licence granted in this Agreement.
11.2. Regardless of clause 11.1, the Licensee may disclose information if and to the extent that:
(a) such disclosure is required by laws, regulations or orders;
(b) the information is available in the public domain, except where the availability of that information is the result of a breach of this Agreement; and
(c) the Licensee can prove that it knew the information before it was disclosed to it by the Licensor

12.1. Except as expressly set out in this Agreement, and subject to any terms, guarantees, warranties or conditions that by law may not be excluded, all representations, conditions, guarantees, warranties, terms and obligations relating to the Intellectual Property licensed under this Agreement are excluded.
12.2. To the extent permitted by law, the Licensor will not be liable for any special, indirect or consequential loss or damage (including personal injury), loss of profit or opportunity arising out of or in connection with the products provided by Licensee as part of the Business, including whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
12.3. The Licensee must promptly advise the Licensor in writing of any actions, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, costs, charges and expenses which may be brought or claimed against the Licensee and/ or the Licensor, or in respect of which the Licensee and/ or the Licensor may become liable, arising out of the promotion, sale, supply or other use of Intellectual Property by the Licensee, its employees or agents.
12.4. The Licensee indemnifies the Licensor, its directors, employees, agents and independent contractors, against any actions, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, costs (including solicitor and client costs) charges and expenses arising out of the use of the Intellectual Property Rights in the Intellectual Property by the Licensee, including use by its employees or agents.

13.1. All notices required or permitted hereunder must be in writing in English and the address for service of notices is either the postal address or email address of the party to be served as stated in this Agreement or any postal address or email address such party may have designated in writing as the address for service of notices.
13.2. Notices sent to the recipient's postal address must be sent by registered or certified mail, return receipt requested.
13.3. Unless otherwise specified, notices must be deemed to have been delivered when receipt is acknowledged by the recipient or 72 hours from the time the notice is sent (whichever is sooner).
13.4. In relation to email, receipt is deemed to be acknowledged by the recipient by a delivery receipt notification generated by the recipient's email system after sending of the email containing the notice or to which the notice is attached. Emailing notices must constitute sufficient and effective delivery when delivered to the recipient's email account, whether or not the specific electronic communication is accessed or read by the recipient.

14.1. The Licensee must not assign all or any of its rights given to it under this Agreement without the prior written consent of the Licensor, The Licensor reserves the right to
grant or not grant that consent at its sole discretion.
14.2. The Licensor may at its discretion assign all or any of its rights under this Agreement.

15.1. This Agreement may be delivered electronically, including by email or fax.
15.2. The Licensor and the Licensee must each deliver an executed original copy of the Agreement (or any amendment of the Agreement) to the other party within 10 business days after the delivery of this Agreement electronically.
15.3. Failure to comply with clause 15.2 will not affect the validity, enforceability or binding effect of this Agreement.

16.1.Jurisdiction
This Agreement is subject to the laws of New South Wales, with the Courts of New South Wales having exclusive jurisdiction over any disputes arising in respect of this Agreement.
16.2. No partnership or agency relationship
Nothing contained in this Agreement should be deemed to constitute a partnership between the parties and nothing contained in this Agreement must deem either party to be the agent of the other party and the Licensee must not hold itself out as, engage in any conduct or make any representation which may suggest to any person that the Licensee is for any purposes, the agent of the Licensor.
16.3. Entire agreement
This Agreement sets out the entire agreement between the parties and it replaces all previous communications, representations, inducements, undertakings, agreements, deeds, and arrangements between the parties in respect of its subject matter. This Agreement may not be modified except by written agreement signed by each party.
16.4. No waiver
Failure to exercise, or any delay in exercising, any right, power or remedy by a party does not operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
16.5. Severance
If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
16.6. Stamp duty
Stamp duty payable on this Agreement (including any fines or penalties) must be paid by the Licensee.