Guidance Note for clause 9. 4: This clause sets out the treatment of GST, which depends on whether the Collaborator is an Australian entity or not. GST
(a) In this clause 9, 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) If the Collaborator is an Australian entity:
(i) all Fees payable under this Agreement are exclusive of GST;
(ii) if GST is payable by a supplier on any supply made under this Agreement, 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
(iii) this amount will be paid in addition to, and at the same time, that the consideration for the supply is to be provided.
(c) If the Collaborator is a foreign entity:
(i) any supply made by the University under this Agreement to the Collaborator will be treated by the University as GST-free under the GST Act in reliance on the following representations made by the Collaborator that:
X. xx is a non-resident for Australian Income Tax purposes;
X. xx will not be in Australia when the thing to be supplied is so supplied;
X. xx will acquire the supply in carrying on its enterprise; and
X. xx is not registered or required to be registered in Australia for GST purposes; and
(ii) if any supply made under this Agreement is classified as a taxable supply for GST purposes because any of the representations in clause 9.4(c) are incorrect, the Collaborator will on demand pay the University the GST payable on that supply together with any interest, fine, penalty or other amount imposed as a consequence of the incorrect representation.
Guidance Note for clause 9. 3: This clause applies if a party proposes to use Third Party IPR for the Project. Third Party IPR will likely have licensing arrangements that are different (and typically more limited) compared to the licensing arrangements for the Project IP under the Agreement. For example, a Licensee can modify or adapt the Project IP, which is often prohibited for Third Party IPR. If Third Party IPR will be used, the Third Party IPR must be listed in section 6 of Schedule 3, together with any restrictions on the use of that Third Party IPR. The party proposing to Use the Third Party IPR must purchase the necessary licences for the other parties. If during the Project, the parties need to use Third Party IPR that is not identified in section 6 of Schedule 3, the parties can amend this section, in accordance with clause 23.6 of this Agreement.
Guidance Note for clause 9. 5: This clause contemplates the pre-payment of Fees and requires that the University repay the pre-paid Fees to the Collaborator if the University does not perform the Project. Pre-payment for the Project If the Collaborator pays any Fees in advance to the University in consideration for the University performing all or part of the Project, and the University does not perform the Project or the relevant part of the Project, then: the Fees paid in advance to the University by the Collaborator will become a debt due to the Collaborator; and the University must refund the Fees (in full or in part, depending on the portion of the Project that was not performed) to the Collaborator within 20 days of receiving a notice from the Collaborator to do so.
Guidance Note for clause 9. 2: As identified at the start of clause 9, the arrangements for payment of Registration Costs can be amended by the Parties in Schedule 2, or as part of the definition of the Fees, to reflect an agreement that the Licensee be responsible for specific amounts. Registration costs All Registration Costs incurred by the Licensor after the Commencement Date will be paid by the Licensor. Where agreed as part of the Fees that the Licensee will be responsible for some or all Registration Costs, the Licensor will promptly forward to the Licensee an invoice for the relevant Fees in respect of those Registration Costs incurred by the Licensor.
Guidance Note for clause 9. This clause is tailored to the 'exclusive' nature of the Licence being granted. It can be further amended by the Parties in Schedule 2 or in the IPR Management Plan if they agree to different arrangements for Registration management and costs, including if there are no Registrations or Registration Applications that are relevant to the Licensed IPR. The scope of required Registration and Registration Applications should be agreed and listed in Schedule 2. Under the template position: the Licensor is required to manage filing, Prosecution and Maintenance; the Licensor is responsible for all costs incurred - but the Fees can be agreed to include recovery of some or all of these costs; and the Licensor is required to notify the Licensee and engage in good faith discussion where unable to continue the Prosecution or Maintenance of relevant Registration Applications or Registrations, or where they are viewed as inappropriate. Unless agreed otherwise, the Licensor remains responsible for undertaking the filing, Prosecution and Maintenance as agreed.
Guidance Note for clause 9. 2: As identified at the start of clause 9, the arrangements for payment of Registration Costs can be amended by the Parties in Schedule 2, or as part of the definition of the Fees, to reflect an agreement that the Licensee be responsible for specific amounts.
Guidance Note for clause 9. (a) This clause restricts further disclosure of Confidential Information and requires that any use of the Confidential Information be only for the purpose of performing this Agreement.
Guidance Note for clause 9. Government entities may be required, for public accountability reasons, to disclose Confidential Information in specific circumstances as set out in this clause. must promptly notify the other if the party becomes aware of any actual or suspected unauthorised use or disclosure of the other party's Confidential Information. Notwithstanding any other provision of this Agreement, if a party is a Commonwealth Entity, or a State or Territory government entity, that party will not be in breach of this clause 9.1 if it is required to disclose information to a Minister or a House or Committee of Parliament.
Guidance Note for clause 9. 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/. Where the Collaborator disputes an amount set out in an invoice, it must notify the University within 10 Business Days of receipt of the invoice.
Guidance Note for clause 9. This clause sets out the IPR arrangements for the Project. The Agreement does not provide a licence for Commercialisation or an assignment of IPRs, but the parties can negotiate a separate arrangement for a Commercialisation licence or assignment of IPRs if this is what the parties require. Intellectual property
