Guidance Note for clauses 5 Sample Clauses

Guidance Note for clauses 5. 1 to 5.3: These clauses set out the rights and obligations of the parties with respect to any Collaborator Material provided under the Agreement. The parties should specify any Collaborator Material in section 6 of Schedule 3. The parties may agree how the Collaborator Material will be provided in the Project Plan or in writing. Collaborator Material The Collaborator:
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Guidance Note for clauses 5. 4, 5.5 and 5.6: Consistent with managing performance, these clauses include obligations to report and meet so that potential issues are able to be managed.
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Guidance Note for clauses 5. 5, 5.6 and 5.7: Consistent with managing performance, these clauses include obligations to report and meet so that potential issues are able to be managed. Reporting Within 40 Business Days of the end of each Reporting Period, the Licensee will provide the Licensor an annual report setting out the Licensee’s progress in Commercialising the Licensed IPR over that Reporting Period and the commercialisation plans for, and any actual or potential issues that may arise in, Commercialising the Licensed IPR in the subsequent Reporting Period. The report must include a report against the Performance Criteria and the Commercialisation Business Plan.
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Guidance Note for clauses 5. 1(b) to 5.1(d): These clauses set out the licences for a party to use the other party's Pre-existing IPR. The licenses granted under these clauses allows: the Collaborator to Use the University's Pre-existing IPR that is included in the Project IP for the Purpose (refer to item 10 of the Details Schedule); and the University to Use the Collaborator's Pre-existing IPR to perform the Project. If either party's Use of Pre-existing IPR in the Project is to be subject to certain conditions (for example, the Pre-existing IPR can only be used in Australia), these should be specified in item 12 or item 13 of the Details Schedule (as relevant). The parties are reminded that the licences for Pre-existing IPR do not contemplate sublicensing to a third party that is external to the entity (such as another collaborator). The University grants to the Collaborator a royalty-free, world-wide, non-transferable, non-exclusive licence to Use any University Pre-existing IPR in the Project IP for the sole purpose of and only to the extent necessary to exercise the Collaborator's rights to the Project IP for the Purpose and subject to any limitations on Use specified in item 12 of the Details Schedule. The Collaborator grants to the University a royalty-free, world-wide, non-transferable, non-exclusive licence to Use the Collaborator Pre-existing IPR for the sole purpose of and only to the extent necessary to exercise the University's rights to the Project IP for the Purpose and subject to any limitations on Use specified in item 13 of the Details Schedule. The rights granted in clause 5.1(b) and 5.1(c) do not include a right to Commercialise the other party’s Pre-existing IPR. If a party proposes to use Third Party IPR in its performance of the Project, and that party is aware that such use may restrict the other party's exercise of their rights to IPR in the Project IP: the party proposing to use such Third Party IPR must notify the other party; and except as otherwise agreed in item 11 of the Details Schedule, that party must not use the Third Party IPR unless it grants or procures for (as required) the other party all necessary rights for the other party to exercise their rights to IPR in the Project IP.
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Guidance Note for clauses 5. 1(b) to 5.1(d): These clauses set out the licences for a party to use the other party's Pre-existing IPR. The licenses granted under these clauses allows: the Collaborator to Use the University's Pre-existing IPR that is included in the Project IP for the Purpose (refer to item 10 of the Details Schedule); and the University to Use the Collaborator's Pre-existing IPR to perform the Project. If either party's Use of Pre-existing IPR in the Project is to be subject to certain conditions (for example, the Pre-existing IPR can only be used in Australia), these should be specified in item 12 or item 13 of the Details Schedule (as relevant). The parties are reminded that the licences for Pre-existing IPR do not contemplate sublicensing to a third party that is external to the entity (such as another collaborator). The University grants to the Collaborator a royalty-free, world-wide, non-transferable, non-exclusive licence to Use any University Pre-existing IPR in the Project IP for the sole purpose of and only to the extent necessary to exercise the Collaborator's rights to the Project IP for the Purpose and subject to any limitations on Use specified in item 12 of the Details Schedule.
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Guidance Note for clauses 5. 1(b) to 5.1(d): These clauses set out the licences for a party to use the other party's Pre-existing IPR. The licenses granted under these clauses allows: • the Collaborator to Use the University's Pre- existing IPR that is included in the Project IP for the Purpose (refer to item 10 of the Details Schedule); and • the University to Use the Collaborator's Pre- existing IPR to perform the Project. If either party's Use of Pre-existing IPR in the Project is to be subject to certain conditions (for example, the Pre-existing IPR can only be used in Australia), these should be specified in item 12 or item 13 of the Details Schedule (as relevant). The parties are reminded that the licences for Pre- existing IPR do not contemplate sublicensing to a third party that is external to the entity (such as another collaborator).
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Related to Guidance Note for clauses 5

  • Guidance Note for clause 10(a): This clause limits the amount of financial exposure each party faces in the event a lawsuit is filed or a claim is made by the other party. The parties can agree to cap the total amount they may be liable to pay to the other party for loss suffered in relation to this Agreement. This cap should be set out in item 13 of the Details Schedule. Limitation of liability

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees Payment Terms and Funding Out Clause This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. 2

  • Limitations on Re-Disclosure The Provider shall not re-disclose Student Data to any other party or affiliate without the express written permission of the LEA or pursuant to court order, unless such disclosure is otherwise permitted under SOPPA, ISSRA, FERPA, and MHDDCA. Provider will not sell or rent Student Data. In the event another party, including law enforcement or a government entity, contacts the Provider with a request or subpoena for Student Data in the possession of the Provider, the Provider shall redirect the other party to seek the data directly from the LEA. In the event the Provider is compelled to produce Student Data to another party in compliance with a court order, Provider shall notify the LEA at least five (5) school days in advance of the court ordered disclosure and, upon request, provide the LEA with a copy of the court order requiring such disclosure.

  • Guidance Note Customer to insert liability limits which are appropriate for its requirements and represent the right apportionment of risk between the Customer and the Supplier. The aim should be to establish liability ceilings reflecting a combination of the best estimate of the losses that the Customer might suffer in the event of a default by the Supplier, the likelihood of those losses occurring and the value for money considerations in limiting liability A Party shall not be responsible for any Loss under this Contract if and to the extent that it is caused by the default of the other (Default on the part of the Supplier and Customer Cause on the part of the Customer). Subject to Clauses 37.1, 37.2 and 37.6 in no event shall either Party be liable to the other for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, special or consequential loss or damage. The Supplier shall be liable for the following types of Loss which shall be regarded as direct and shall (without in any way, limiting other categories of Loss which may be recoverable by the Customer) be recoverable by the Customer: the additional operational and/or administrative costs and expenses arising from any Material Breach; any regulatory losses, fines, expenses or other Losses arising from a breach by the Supplier of any Law. No enquiry, inspection, approval, sanction, comment, consent, or decision at any time made or given by or on behalf of the Customer to any document or information provided by the Supplier in its provision of the Services, and no failure of the Customer to discern any defect in or omission from any such document or information shall operate to exclude or limit the obligation of the Supplier to carry out all the obligations of a professional supplier employed in a client/customer relationship. Save as otherwise expressly provided, the obligations of the Customer under this Contract are obligations of the Customer in its capacity as a contracting counterparty and nothing in this Contract shall operate as an obligation upon, or in any other way xxxxxx or constrain the Customer in any other capacity, nor shall the exercise by the Customer of its duties and powers in any other capacity lead to any liability under this Contract (howsoever arising) on the part of the Customer to the Supplier. For the avoidance of doubt any liabilities which are unlimited shall not be taken into account for the purposes of establishing whether the limit in Clause 37.3.1 has been reached. Nothing in this Clause 37 shall act to reduce or affect a Party’s general duty to mitigate its loss.

  • EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”):

  • WAIVER CLAUSE The parties acknowledge that during negotiations which resulted in this Agreement each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining, and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement. Therefore, the Board and the Union for the life of this Agreement each voluntarily and unqualifiedly waives the right, and agrees that the other shall not be obliged to bargain collectively with respect to any subject or matter not specifically referred to or covered in this Agreement, unless mutually agreed, even though such subject or matter may not have been within the knowledge or contemplation of either or both parties at the time that they negotiated or signed this Agreement.

  • PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS The Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of Section 165 of the State Finance Law, (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this law will be the responsibility of the contractor to establish to meet with the approval of the State. In addition, when any portion of this contract involving the use of xxxxx, whether supply or installation, is to be performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in §165 State Finance Law. Any such use must meet with the approval of the State; otherwise, the bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the State.

  • General Conditions; Definitions 1.01. The General Conditions (as defined in the Appendix to this Agreement) constitute an integral part of this Agreement.

  • NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause. NUMBER TITLE DATE FEDERAL ACQUISITION REGULATION (48 CFR Chapter 1) 52.246-5 INSPECTION OF APR 1984 SERVICES--COST-REIMBURSEMENT

  • Guidance notes 2. The number of the clause which requires the data is shown in the left hand column for each statement however other clauses may also use the same data

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