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
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 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. Moral Rights Each party must respect the Moral Rights of the Personnel of the other party as required by law.
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. 6: Unless otherwise agreed, the Licensee bears all responsibility for the collection and delivery of the Equipment.
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' 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 additional services, the simplest approach is to use a separate agreement. Materials and further support
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. 5: The parties can specify that the University is required to provide certain deliverables or undertake certain tasks by a particular date. This detail should be specified in section 3 of Schedule 1. Specifying Milestones and Milestone Dates can assist in clearly describing the deliverables, tasks and activities for a Project. It can also assist to keep the University accountable for the delivery of elements of the Project in a timely manner.
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
