Guidance Note for clause 6. 3: This clause incentivises the Licensee to keep accurate records by placing the financial cost of an audit on the Licensee if there is a 7% discrepancy or more. This threshold has been set following consultation, but could be adjusted if the parties agreed to a different %. There is also a right for the Licensor in clause 15.1 to terminate the Agreement if there is a finding by an auditor under clause 6.2 that the Licensee has fraudulently or deliberately underpaid Fees.
Guidance Note for clause 6. 2: This clause allows access to the records and books referred to in clause 6.
Guidance Note for clause 6. 1: The nature of the records required to be kept will depend in part on how the Fees are set. If the Fees are based on volume or revenue, it will be necessary for the Licensee to keep and provide 'open books' so that the Licensor can see that the Fees and invoices have been generated appropriately. This will also need to be implemented with any Affiliates of the Licensee and sublicensees. The Licensee will need to manage its own arrangements to ensure it has access to this information. Accounting and audit rights
Guidance Note for clause 6. 1: The nature of the records required to be kept will depend in part on how the Fees are set. If the Fees are based on volume or revenue, it will be necessary for the Licensee to keep and provide 'open books' so that the Licensor can see that the Fees and invoices have been generated appropriately. This will also need to be implemented with any Affiliates of the Licensee and sublicensees. The Licensee will need to manage its own arrangements to ensure it has access to this information. Accounting and audit rights Record keeping The Licensee will keep appropriate, true and accurate records (in accordance with generally accepted management accounting practices with clear audit trails) of all matters connected with the Commercialisation of the Licensed IPR, Products and royalties (including copies of any agreements with Affiliates and sublicensees) at its principal place of business. The Licensee will also keep proper books of account relating to the Fees payable, containing such correct entries complete in every particular as may be necessary to enable the amounts due to the Licensor to be conveniently ascertained and audited. The Licensee must obtain written undertakings from its Affiliates and sublicensees to keep true and accurate records and proper books of account in relation to the Commercialisation of the Licensed IPR and Products and provide the Licensee with complete copies of such records and accounts.
Guidance Note for clause 6. In-kind Contributions can be provided by either party and are separate from (and do not include) the Fees. In-kind Contributions should be specified in section 4 of the Project Plan and may include items such as resources, facilities or loaned equipment. This clause allows the University to stop work and seek an adjustment to the Fees (which may be an increase to the Fees) if the Collaborator does not provide the In-kind Contribution(s) that it promised to provide. As the University is undertaking the Project, the University is required to continue, regardless of whether it provides the In-kind Contributions that it promised to provide. In-kind Contributions
(a) Each party must contribute to the Project the In-kind Contributions as set out in the Project Plan.
(b) If:
(i) the Collaborator does not contribute its In-kind Contribution, the University may stop work (and will not be in breach of the University’s obligations under this Agreement) until a reasonable adjustment to the Fees is agreed; or
(ii) the University does not contribute its In-kind Contribution, the University remains obligated to carry out the Project.
Guidance Note for clause 6. 5: The parties can agree the reports to be provided during the Project. At a minimum, each party must provide the Governance Committee with a final report on or before the Project End Date. This gives the parties greater oversight of the Project and its progress. The parties should specify any reporting requirements in section 3 of Schedule 2.
Guidance Note for clause 6. 2: This clause allows access to the records and books referred to in clause 6.
1. The right is restricted to once per Financial Year to minimise the impact on the Licensee's business. This audit/inspection would usually be undertaken if there was a dispute over an invoiced amount and is in addition to the requirement for the Licensee to provide reporting to the Licensor to enable generation of invoices for payment of the Fees. Inspection and audit rights
(a) At the Licensor’s written request, but not more than once each Financial Year, the Licensee will at all reasonable times make available to the Licensor (or its nominee) the records and books of account referred to in clause 6.1 certified as correct by a senior financial officer of the Licensee and, if so desired by the Licensor, will permit those records and books to be examined by an independent accountant nominated by the Licensor and reasonably acceptable to the Licensee.
(b) The Licensee will give to the Licensor, its nominee and any independent accountant all assistance, access and facilities necessary, as well as access to appropriate accounting, business, technical, manufacturing and sales personnel to ask questions, to enable them to review the records and books. In addition, the Licensee will allow them to take copies of records and books and will supply such other information as may be necessary or proper to enable compliance with this Agreement to be ascertained and verified.
Guidance Note for clause 6. 2: This clause allows access to the records and books referred to in clause 6.
1. The right is restricted to once per Reporting Period to minimise the impact on the Licensee's business. This audit/inspection would usually be undertaken if there was a dispute over an invoiced amount and is in addition to the requirement for the Licensee to provide reporting to the Licensor to enable generation of invoices for payment of the Fees. Inspection and audit rights
(a) At the Licensor’s written request, but not more than once each Reporting Period, the Licensee will at all reasonable times make available to the Licensor (or its nominee) the records and books of account referred to in clause 6.1 certified as correct by a senior financial officer of the Licensee and, if so desired by the Licensor, will permit those records and books to be examined by an independent accountant nominated by the Licensor and reasonably acceptable to the Licensee. The Licensor shall pay the cost of engaging the independent accountant, subject to clause 6.3.
(b) The Licensee will give to the Licensor, its nominee and any independent accountant all reasonable assistance, access and facilities necessary, as well as access to appropriate accounting, business, technical, manufacturing and sales personnel to ask questions, to enable them to review the records and books. In addition, the Licensee will allow them to take copies of records and books and will supply such other information as may be necessary or proper to enable compliance with this Agreement to be ascertained and verified.
Guidance Note for clause 6. This clause requires the Licensee to maintain (at its cost): insurance to cover any loss to the Equipment; and any insurances that are required by law to use the Equipment. Insurance During the Term, the Licensee must, at its own expense:
(a) keep the Equipment insured against all risks of loss, theft, damage or destruction for the full replacement or reinstatement value; and
(b) hold and maintain any insurance required by law to operate or use the Equipment.
Guidance Note for clause 6. This clause requires the Assignee to pay: the Fee specified in item 6 of the Details Schedule; and by the date specified in item 7. The Assignor should issue an invoice in respect of the payment of the Fee. The Assignee is entitled to notify, on the Assignor's behalf, the assignment provided for by clause 2, to the relevant IPR registers. The costs of making such notifications will be borne by the Assignee.
