Guidance Note for clause 23. 1: This clause clarifies that this Agreement (and the undertaking of the Project) does not create an employment relationship, agency, joint venture or partnership between the parties. General
Guidance Note for clause 23. 3: Assigning any rights will need written consent of the other parties. Novation replaces a party with a new party and requires a deed to be agreed by all parties.
Guidance Note for clause 23. 5: The purpose of this clause is to make clear that this Agreement is the entire agreement between the parties with respect to the conduct of the Project. Entire agreement This Agreement contains the entire agreement of the parties as to its subject matter. It sets out the only representations and warranties relied on by the parties when entering into this Agreement.
Guidance Note for clause 23. 6: 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. Variation
(a) No variation or amendment of this Agreement will be effective unless it is made in writing and signed by an authorised representative of each party.
(b) No additional person may become a party to this Agreement without the written agreement of all of the then existing parties to this Agreement and unless the additional person and all the then existing parties to this Agreement execute a written agreement to that effect.
Guidance Note for clause 23. 7: The purpose of this clause is to protect a party that has failed to (or has only partially) exercised, or delayed to exercise, its rights. No waiver No failure to exercise or delay in exercising any right, power or remedy under this Agreement will operate as a waiver. Nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.
Guidance Note for clause 23. 9: If a provision of this Agreement is determined to be invalid at law (for example, as a consequence of a judgement of a court or a change in legislation), it will not affect the enforceability of the other provisions in this Agreement. If the provision severed from the Agreement is essential, the parties must negotiate in good faith a replacement provision. Severance
(a) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will be severed to the extent necessary to make this Agreement valid and enforceable. The severance of a provision will not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
(b) If the severance of a provision would materially change the substance of this Agreement then the parties must negotiate in good faith to seek agreement on a replacement provision that:
(i) is valid and enforceable; and
(ii) will as far as possible, give effect to the intention of the parties as expressed in this Agreement at the date of execution.
Guidance Note for clause 23. 2: This clause clarifies that this Agreement does not restrict the parties from undertaking any research, development or Commercialisation, subject to any licences it has granted or received under this Agreement. For example, a party may Use its Pre-Existing IPR to undertake another project. having any authority to act on behalf of any other party or to bind any other party to any course of action.
Guidance Note for clause 23. 4: The steps contemplated by this clause may include completing documents to give effect to registration of IPR or entering into a separate assignment deed to give effect to the assignment of IPR. Except in relation to the Owner's rights to IPR in the Results, a party must not assign or novate its rights or obligations under this Agreement unless it has the prior written consent of all of the other parties or the Governance Committee.
Guidance Note for clause 23. 8: This clause clarifies that the parties' rights under the Agreement are in addition to any rights provided under law and do not exclude any a rights that a party may have under law. Remedies cumulative The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any other agreement.
Guidance Note for clause 23. 11: The jurisdiction specified in item 18 of the Details Schedule determines the law and courts that apply for the purpose of this Agreement.
