Guidance Note for clause 3. 3: This template provides a limited right for the Licensee to on-license (sublicence) its rights to third parties – as this is usually required in the case of Commercialisation. The parties can agree in the Details Schedule to either expand or limit the template permission to sublicence granted in clause 3.3, as appropriate to their transaction. Unless agreed otherwise in the Details Schedule, there is also an obligation on the Licensor to not unreasonably withhold approval for further requests by the Licensee to sublicence. The obligations on the Licensee in this clause to manage sublicences (see for example clause 3.3(c) are essential to protecting the Licensor's interests in the Licensed IPR. There is a right for the Licensor to terminate this Agreement if the Licensee fails to comply with its obligations in clause 3.3.
Guidance Note for clause 3. 5: The Licensor will still need to ensure its conduct in granting the Licence is consistent with Moral Rights, but there is no express requirement for Moral Rights consents to be obtained. The Licensee will need to consider if its actions are consistent with Moral Rights. Except to the extent that the parties have entered into a separate agreement, the Licensor has no obligation to provide the Licensee with any additional support or other services in respect of the Products or the Licensed IPR.
Guidance Note for clause 3. 4: This template does not provide for technology transfer services (eg instruction and training, maintenance services, show-how, help desk or personnel support etc). This clause does allow for the parties to agree to 'Materials' and support that the Licensor will provide to the Licensee to assist with exercising the Licensee's rights. For example, this may include prototypes, samples or documentation. If the Licensee requires substantial additional services, the simplest approach is to use a separate agreement. Materials and further support
(a) The Licensor must provide to the Licensee the Materials (if any) and further support set out in section 4 of Schedule 2. Unless otherwise set out in section 4 of Schedule 2:
(i) the Licensor must deliver the Material to the Licensee at the address in this Agreement, promptly following entry into the Agreement;
(ii) property to and risk in the Materials vests in the Licensee on delivery;
(iii) the Materials are intended solely for use in support of the Licence of the Licensed IPR;
(iv) the Licensee is responsible for ensuring the delivered Materials are suitable for the Licensee's intended use and must promptly notify the Licensor of any deficiency in the agreed Materials. No warranties or undertakings are provided by the Licensor in respect of suitability or condition; and
(v) the Licensor will advise the Licensee of any hazardous or otherwise dangerous components or properties of the Materials that are known or should have been reasonably apparent to the Licensor, and where applicable, instructions for safe use and operation of the Materials.
(b) The Licensee must comply with any restrictions on or terms for use of the Materials as set out in section 4 of Schedule 2.
(c) Except to the extent agreed in a separate agreement, the Licensor has no obligation to provide the Licensee with any additional support or other services in respect of the Products. Material or the Licensed IPR.
Guidance Note for clause 3. 6: Unless otherwise agreed, the Licensee bears all responsibility for the collection of the Equipment.
Guidance Note for clause 3. 6: This clause acknowledges that the Collaborator may be seeking the expertise of specific University Personnel to perform the Project. Any such person must be specified in item 5 of the Details Schedule. If a Key Person becomes unavailable (for example, due to illness or change of employment), the University must find a suitable replacement. Otherwise, the parties may agree to terminate the Agreement (and consequently the Project) under this clause.
Guidance Note for clause 3. 2: This clause applies if the Project Plan requires Personnel of a party to attend the other party's premises (for example, the Collaborator's Personnel visits the University's premises to observe an experiment). Access to premises
(a) Where required in the Project Plan, the relevant party will ensure that the Personnel of the other party are provided with access to their premises for the conduct of the Project.
(b) Each party will ensure that any Personnel of the other party that accesses their premises for the purposes of the Project are:
(i) provided with a healthy and safe working environment and are properly supervised; and
(ii) informed of that party's health, safety and security policies and undertake relevant training and induction, as reasonably required by the other party.
(c) Each party must ensure its Personnel comply with all reasonable directions given by the other party as to health, safety and security while on the other party's premises.
Guidance Note for clause 3. 3: This clause sets out the rights and obligations with respect to any University Material provided under the Agreement. The parties should specify any University Material in section 5 of Schedule 3. The parties can specify the storage or destruction obligations of the University Material in the Project Plan (for example, that a biological material must be stored in a particular manner and at a particular temperature).
Guidance Note for clause 3. This clause sets out the broad obligations for the parties in undertaking the Project. Conduct of the Project
Guidance Note for clause 3. 2: This clause applies if the Project Plan requires Personnel of a party to attend the other party's premises (for example, the Collaborator's Personnel visits the University's premises to observe an experiment).
Guidance Note for clause 3. 1: This Agreement commences as specified in item 3 of the Details Schedule and will end when terminated or varied by the parties or the Project is completed (for example, all Milestones have been achieved) in accordance with Schedule 1. Project requirements
