Common use of Guidance Note for clause 5 Clause in Contracts

Guidance Note for clause 5. 3: Performance Criteria are intended to be clear, measurable achievements. This clause seeks to balance the consequences of failing to meet the Performance Criteria for both the Licensee and Licensor. Often the reason for failing to meet Performance Criteria is complex. Accordingly, the clause reflects a process to manage Licensee performance fairly. The initial consequences of a failure to meet the Performance Criteria are management actions that can be initiated by the Licensor (see clause 5.3(b)) to seek to explore why there has been a failure. If the management of these failures does not resolve the issues, the onus can be placed on the Licensee (see clause 5.3(c)) to either give up rights to the Licensed IPR, put in place mitigations, or compensate the Licensor for the revenue they would have otherwise obtained. Further guidance on the Performance Criteria is included in Schedule 4. Consequences of failure to achieve Performance Criteria

Guidance Note for clause 5. 3: Performance Criteria are intended to be clear, measurable achievements. This clause seeks to balance the consequences of failing to meet the Performance Criteria for both the Licensee and Licensor. Often the reason for failing to meet Performance Criteria is complex. Accordingly, the clause reflects a process to manage Licensee performance fairly. The initial consequences of a failure to meet the Performance Criteria are management actions that can be initiated by the Licensor (see clause 5.3(b5.3(c)) to seek to explore why there has been a failure. If the management of these failures does not resolve the issues, the onus can be placed on the Licensee (see clause 5.3(c5.3(d)) to either give up rights to the Licensed IPR, put in place mitigations, or compensate the Licensor for the revenue they would have otherwise obtained. Further guidance on the Performance Criteria is included in Schedule 4. Consequences of failure to achieve Performance Criteria

Guidance Note for clause 5. 3: Performance Criteria are intended to be clear, measurable achievements. This clause seeks to balance the consequences of failing to meet the Performance Criteria for both the Licensee and Licensor. Often the reason for failing to meet Performance Criteria is complex. Accordingly, the clause reflects a process to manage Licensee performance fairly. The initial consequences of a failure to meet the Performance Criteria are management actions that can be initiated by the Licensor (see clause 5.3(b5.3(c)) to seek to explore why there has been a failure. If the management of these failures does not resolve the issues, the onus can be placed on the Licensee (see clause 5.3(c5.3(d)) to either give up rights to the Licensed IPR, put in place mitigations, or compensate the Licensor for the revenue they would have otherwise obtained. Further guidance on the Performance Criteria is included in Schedule 4. Consequences of failure The Licensee must, in Commercialising the Licensed IPR, throughout the Term to achieve Performance Criteriathe extent permitted by any Licence, carry out the Commercialisation Business Plan, including any amendments agreed in writing by the parties.