Guidance Note for clause 2. 1: This Agreement commences as specified in item 3 of the Details Schedule and will end as specified in item 4 of the Details Schedule. The parties may extend the Term of the Agreement by written agreement signed by an authorised representative of each party. Term of Agreement
Guidance Note for clause 2. This clause assists the parties in interpreting this Agreement. If inconsistency arises between Agreement documents (i.e. the Details Schedule and an attachment), the interpretation of the higher priority document is to be applied. Precedence of documents To the extent of any inconsistency between any of the documents forming part of this Agreement, those documents will be interpreted in the following order of priority:
Guidance Note for clause 2. 2: See also notes on clause 2.1(c). Unless agreed otherwise, this clause seeks to clarify that this Agreement continues to apply even if a Registration or Registration Application ceases to be in force or is not granted. Registrations and Registration Applications separately licensed Each Registration and Registration Application is separately licensed under this Agreement such that if a Registration ceases to be in force or a Registration Application is not granted (and the decision is not appealed):
Guidance Note for clause 2. 1(c): If there are significant Registrations or Registration Applications these need to be identified in section 1 of Schedule 2. This clause allows the parties to agree consequences if these Registrations or Registration Applications are not granted, expire or cease to be in force. The parties should seek further commercial advice on the appropriate consequences. See also guidance in the Details Schedule, Schedule 3 and Schedule 4 (as applicable). The Licensee acknowledges that if any Registration expires or ceases to be in force, or any Registration Application is not granted, in whole or part, in a part of the Territory and for any reason, then except as expressly stated in this Agreement:
Guidance Note for clause 2. 2: See also notes on clause 2.1(c). Unless agreed otherwise, this clause seeks to clarify that this Agreement continues to apply even if a Registration or Registration Application ceases to be in force or is not granted.
Guidance Note for clause 2. All variations to the Agreement must be specified in item 6 of the Details Schedule. Variations to the Agreement The parties agree that, on and with effect from the Variation Date, the Agreement is varied in accordance with item 6 of the Details Schedule.
Guidance Note for clause 2. 1(c): If there are significant Registrations or Registration Applications these need to be identified in section 1 of Schedule 2. This clause allows the parties to agree consequences if these Registrations or Registration Applications are not granted, expire or cease to be in force. The parties should seek further commercial advice on the appropriate consequences. See also guidance in the Details Schedule, Schedule 3 and Schedule 4 (as applicable). The Term of this Agreement may be extended by the parties, on the terms and conditions then in effect, if expressly agreed by the parties in accordance with clause 19.4. The Licensee acknowledges that if any Registration expires or ceases to be in force, or any Registration Application is not granted, in whole or part, in a part of the Territory and for any reason, then except as expressly stated in this Agreement: any right for the Licensee to terminate this Agreement is set out in item 5 of the Details Schedule; any adjustment to the Fees is set out in Schedule 3; and any adjustment to the Performance Criteria is set out in Schedule 4.
Guidance Note for clause 2. 2: See also notes on clause 2.1(c). Unless agreed otherwise, this clause seeks to clarify that this Agreement continues to apply even if a Registration or Registration Application ceases to be in force or is not granted. Registrations and Registration Applications separately licensed Each Registration and Registration Application is separately licensed under this Agreement such that if a Registration ceases to be in force or a Registration Application is not granted (and the decision is not appealed): the list of Registrations and Registration Applications in section 1 of Schedule 2 is amended to remove that Registration or Registration Application; this Agreement continues as a licence in respect of the remaining Registrations, Registration Applications and other Licensed IPR (and if no Registrations or Registration Applications remain, as a licence of the other Licensed IPR only); and the Fees are adjusted (if applicable) in accordance with any adjustment set out in Schedule 3, and if no adjustment is set out in Schedule 3 by agreement of the parties acting reasonably.
Guidance Note for clause 2. This clause assists the parties in interpreting this Agreement. If inconsistency arises between Agreement documents (i.e. the Details Schedule and an attachment), the interpretation of the higher priority document is to be applied. Guidance Note for clause 3.1: This clause grants the Licensee a licence to use the Equipment, subject to the terms of the Agreement. A licence is a contractual right to use and does not confer any other rights (for example, ownership) not specifically granted by the Agreement terms.
Guidance Note for clause 2. This clause assists the parties in interpreting this Agreement. If inconsistency arises between Agreement documents (i.e. the Details Schedule and an attachment), the interpretation of the higher priority document is to be applied. Guidance Note for clause 3(a): This clause requires the Transferor to deliver the Material to the Recipient by the Delivery Date. If required, Additional Expenses for the delivery of the Material can be specified in item 15 of the Details Schedule. Guidance Note for clause 3(b): This clause restricts the use of the Material to the Permitted Purpose only. Unless expressly set out in item 6 of the Details Schedule, the Recipient cannot use the Material for direct commercial gain or provide the Material to third parties (other than contracted providers working at the Recipient's direction and control).
