Guidance Note for clause 7. 1: The Licensee will be the owner of any Improvements (that the Licensee creates under the Licence) by default, but the parties can agree to amend this to the Licensor and specify it in the Details Schedule. In general, it would be appropriate for the Licensor to be the owner if items of Improvements are required to be incorporated back into the Licensed IPR (and potentially licensed to other parties by the Licensor, either following the Term, or if that part of the rights are non-exclusive or Field/Territory limited). If the Licensee is the owner, the Licensee may alternatively grant to the Licensor a licence to use the Improvements on the terms in the Details Schedule. If improvements created by the Licensor are being licensed to the Licensee, the scope of the Licensed IPR should describe this, or be amended (as required) to include these improvements. There are a range of alternative approaches to dealing with Improvements, depending on the context of the transaction. This template should be regarded as a starting point for negotiation on these aspects. The parties should also consider how ownership of and rights to Improvements impacts on the Fees payable.
Guidance Note for clause 7. 4: The parties can agree to attend specific meetings throughout the Project. Regular meetings can give the Collaborator greater oversight of the Project and provides an opportunity for the parties to discuss any issues or next steps in the Project. The parties should specify any meeting requirements in section 6 of Schedule 2.
Guidance Note for clause 7. 2: 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 8 of the Details Schedule.
Guidance Note for clause 7. 2: This clause provides that if GST is payable by the Licensor, then the Licensee will pay the Licensor the Fee plus any GST payable on that supply. GST
(a) In this clause 7.2, words and expressions which have a defined meaning in the A New Tax System (Goods and Services Tax) Xxx 0000 (Cth) (GST Act) have the same meaning as in the GST Act.
(b) The Fee payable under this Agreement is exclusive of GST.
(c) If GST is payable by a supplier on any supply made under this Agreement:
(i) the recipient, upon receiving a tax invoice from the supplier, will pay to the supplier an amount equal to the GST payable on the supply; and
(ii) this amount will be paid in addition to, and at the same time, that the consideration for the supply is to be provided.
Guidance Note for clause 7. 1: The University must appoint a suitably qualified Chief Investigator. This clause sets out the expectations of the Chief Investigator role and the process for replacing a Chief Investigator. The Chief Investigator and principal investigator may be the same person. If they are not the same person, the person filling the role of principal investigator should be identified as a Key Person under the Agreement (see clause 7.2). Project management
Guidance Note for clause 7. This clause allows the parties to direct the removal of a Key Person from a Project in limited circumstances. These circumstances are if a Key Person breaks the law or engages in serious misconduct (for example, intoxication on the Collaborator's premises). The party employing the Key Person has 10 Business Days from the other party's written request to investigate the conduct of the Key Person and resolve the problems. Despite this, the other party may still require the replacement of the Key Person after 10 Business Days. These obligations reflect the importance of the Key Person to the Project and the need to resolve specific issues with Key Personnel quickly. A party (the Requesting Party) may give a notice:
Guidance Note for clause 7. 3: The parties can agree the reports to be provided during the Project. At a minimum, the University must provide the Collaborator with a final report 20 Business Days after the Project End Date. This gives the Collaborator greater oversight of the Project and its progress. The parties should specify any reporting requirements in section 3 of Schedule 2. unless otherwise agreed, each party will bear their own costs incurred in terminating the Agreement.
Guidance Note for clause 7. The cash rate for the calculation of the additional charge is published by the Reserve Bank of Australia and can be found on its website: xxxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxx-xxxx/. The Collaborator must pay an invoice issued by the University for Fees that are due and payable within 20 Business Days after the date of the invoice. For GST purposes all invoices or receipts issued by the University are tax invoices.
Guidance Note for clause 7. The Licensee will be the owner of any Improvements (that the Licensee creates under the Licence) by default, but the parties can agree to amend this to the Licensor and specify it in the Details Schedule. In general, it would be appropriate for the Licensor to be the owner if items of Improvements are required to be incorporated back into the Licensed IPR (and potentially licensed to other parties by the Licensor). If the Licensee is the owner, the Licensee may alternatively grant to the Licensor a licence to use the Improvements on the terms in the Details Schedule. If improvements created by the Licensor are being licensed to the Licensee, the scope of the Licensed IPR should describe this, or be amended (as required) to include these improvements. There are a range of alternative approaches to dealing with Improvements, depending on the context of the transaction. This template should be regarded as a starting point for negotiation on these aspects. The parties should also consider how ownership of and rights to Improvements impacts on the Fees payable. Improvements Ownership and rights to Improvements Unless otherwise specified in item 6 of the Details Schedule: IPR in any Improvements created by the Licensee are owned by the Licensee; the Licensee must notify the Licensor of any Improvement created by the Licensee as soon as practicable after the Improvement has been created; and where the Licensee is the owner of IPR in Improvements, the Licensee grants to the Licensor a licence to the IPR in Improvements created by the Licensee on the terms detailed in item 6 of the Details Schedule. Where and to the extent that the Licensor is specified in item 6 of the Details Schedule as the owner of IPR in such Improvements created by the Licensee: the Licensee assigns to the Licensor all rights, title and interest in and to the IPR in such Improvements immediately on creation; and the Licensor grants the Licensee a Licence to the IPR in the Improvements created by the Licensee on the same terms as the Licensed IPR.
Guidance Note for clause 7. This clause provides that if GST is payable by the Assignor, then the Assignee will pay the Assignor the Fee plus any GST payable on that supply.
