Guidance Note for clause 12. 5: Assigning any rights will need written consent of the other party. Novation replaces a party with a new party and requires a deed to be agreed by all parties.
Guidance Note for clause 12. 4: The location of the party specified as the University in the Details Schedule determines the applicable law and jurisdiction of the Agreement.
Guidance Note for clause 12. 3: The purpose of this clause it to make it clear that the parties can sign separate copies of this Agreement (called 'counterparts') and the Agreement will be binding. The parties should ensure that the counterpart documents are exactly the same.
Guidance Note for clause 12. 1: This clause allows the parties to agree on reporting and meeting requirements throughout the Project. This gives the Collaborator greater oversight of the Project and its progress. General
Guidance Note for clause 12. 4: Despite the requirement for changes to be agreed and in writing, if the parties or their Personnel verbally agree changes or act as if the Agreement has been varied, this can become legally binding on them. The parties need to manage their conduct to ensure it is consistent with the agreed terms. This Agreement may be executed in any number of counterparts. All counterparts will collectively be taken to constitute one instrument.
Guidance Note for clause 12. An indemnity is a promise by one party to defend and compensate the other party with respect to loss or damage suffered by the other party for a specified event. This clause provides for an indemnity from: the Licensee to the Licensor for third party claims etc arising out of the exercise by the Licensee of its rights or breach of its obligations under the Agreement - including in the process of Commercialising the IPR. This is because the Licensee is responsible for ensuring that it appropriately conducts the Commercialisation; and the Licensor in favour of the Licensee for third party claims etc arising out of breach by the Licensor of the Agreement. This would include if the Licensee was liable because the Licensed IPR infringed the third party's IPR - provided the Licensor was responsible for this. There are a number of limitations on the Licensor's liability under the Agreement and the Licensor is not liable unless it has also breached the Agreement. However, if both parties consider that the indemnity is not appropriate for their particular transaction, the parties can agree not to require an indemnity, or to an alternative approach, and amend this clause. Liability is reduced to the extent of the other party's negligence or breach (under clause 12.2). Clause 12.3 sets out the process to be followed where a party intends to exercise their rights under an indemnity. Indemnity
Guidance Note for clause 12. 5: The purpose of this clause is to make clear that this Agreement is the entire agreement between the parties with respect to the licensing of the relevant Equipment.
Guidance Note for clause 12. 2: The location of the party specified as the Licensor in the Details Schedule determines the applicable law and jurisdiction of the Agreement. Governing law
Guidance Note for clause 12. 3: Despite the requirement for changes to be agreed and in writing, if the parties or their Personnel verbally agree changes or act as if the Agreement has been varied, this can become legally binding on them. The parties need to manage their conduct to ensure it is consistent with the agreed terms. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by, the laws of the State or Territory based on the location of the Licensor set out in item 1 of the Details Schedule. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of that State or Territory.
Guidance Note for clause 12. 3: The purpose of this clause it to make it clear that the parties can sign separate copies of this Agreement (called 'counterparts') and the Agreement will be binding. The parties should ensure that the counterpart documents are exactly the same. A notice received after 5.00 pm, or on a day that is not a Business Day in the place of receipt, is deemed to be effected on the next Business Day in that place.
