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.
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. 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. 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
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. 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.
Guidance Note for clause 6. 2(a): The individuals who will represent the parties on the Governance Committee should be set out in item 5 of the Details Schedule. The parties should consider if smaller contributors or those only contributing financial amounts need to sit on the Governance Committee. Each party that will participate on the Governance Committee is identified in item 5 of the Details Schedule and appoints as its representative on the Governance Committee the person named in item 5 of the Details Schedule, or such replacement person notified by that party at a meeting of the Governance Committee.
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:
Guidance Note for clause 6. 2: This clause sets out the membership and procedures of the Governance Committee, which oversees the Project. Governance Committee
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.
