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. 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. Key Personnel
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. 3: 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 5 of Schedule 1 and may include items such as resources, facilities, loaned equipment or other contributions which may have a financial value but are not monetary. This clause allows the University to stop work and seek an adjustment to the Fees if the Collaborator does not provide the In-kind Contribution(s) that it promised to provide.
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. 2(c): 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. 2: This clause provides that if GST is payable by the University, then the Collaborator will pay the University the Fee plus any GST payable on that supply.
Guidance Note for clause 7. 1(c): 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 Licensee must pay an invoice issued by the Licensor 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 Licensor are tax invoices.
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
