Guidance Note for item. 6: The date of execution of the Agreement should be inserted in this item. This is further detail to assist the parties to be clear about which Agreement is being varied.
Guidance Note for item. 3: The date the Agreement commences should be specified here. This would normally be on or after signing of the Agreement, but can be earlier if both parties agree. The date should always be before Confidential Information is provided to a party. Either party may terminate their engagement at any time and require return or destruction of Confidential Information in accordance with clause 4, but the obligations in this Agreement continue beyond the return or destruction of Confidential Information in accordance with clause 4(c), for the period specified in item 4.
Guidance Note for item. 3: The date the Agreement commences should be specified here. This would normally be on or after signing of the Agreement, but can be earlier if both parties agree.
Guidance Note for item. 9: Each party is obliged to perform the Project utilising any Key Personnel listed in item 9 (see clause 6.4). List any Key Personnel that each party must utilise in the performance of the Project.
Guidance Note for item. 10: If the Licensor requires to be acknowledged in any Licensee publication that relates to the Licensed IPR (for example, journal papers or articles), the details of the form of acknowledgment should be specified in this item. For example, the Licensor may specify that its contribution be acknowledged in any abstract of a journal paper. Guidance Note for item 11: Tick the applicable dispute resolution provision. Further guidance is provided at clauses 17.6, 17.7 and 17.8 respectively.
Guidance Note for item. 15: Information of a confidential nature will be protected as Confidential Information if it is either described here, or where a party knows or ought to know it is confidential. If the parties agree to limit Confidential Information to only the specific information described here, this item needs to clearly state that only the information listed here is Confidential Information. The parties may wish to list all information exchanged in relation to a particular project as Confidential Information, or they may wish to limit it to specific information, meetings or documents. Parties should be careful to consider the implications of this. The parties may also specify that certain information that a party knows or ought to know is confidential will not be treated Confidential Information for the purpose of this Agreement. Unless there is a good reason to specify otherwise, the period of confidentiality will ordinarily be the same for each party’s Confidential Information. General Confidential Information (clause 9.1) Client Description of Confidential Information Period of confidentiality
Guidance Note for item. 10: If the Licensor would like to be acknowledged for its contribution in any publication that relates to the Licensed IPR (for example, journal papers or articles), the details of the form of acknowledgment should be specified in item
Guidance Note for item. 7: This item should describe any Third Party IPR incorporated into the Licensed IPR or that is otherwise required in order for the Licensee to exercise their Licence to the Licensed IPR. Unless item 7 identifies the Third Party IPR and rights being granted, no rights to Third Party IPR are granted by the Licensor. Both parties should ensure that any Licensed IPR requiring Third Party IPR (including for example COTS products and open source software) are known and managed.
Guidance Note for item. 6: The owner of any Improvements (that the Licensee creates under the Licence) will be the Licensee by default, but can be amended to the Licensor if identified in this item 6. See further notes in clause 7.1. The parties could agree here that some or all such Improvements will be assigned to the Licensor. Under clause 7.1, the Licensor grants the Licensee a Licence back on the same terms as the Licensed IPR. There is also an option here for the Licensee to grant the Licensor a licence to the Improvements instead of assigning ownership if agreed by the parties. Note: if Improvements created by the Licensor will be licensed, the Agreement needs to be amended to incorporate these within the description of the Licensed IPR. There is a further obligation for both parties to negotiate in good faith a licence for Commercialisation of IPR in Improvements.
Guidance Note for item. 6: This item should set out the details of the amendment(s) to be made to the Agreement. If inserting a new clause into the Agreement, the parties should insert the new clause and clause number. Alternatively, the parties can attach separate documentation that details the amendments. If this is the case, insert 'See document attached separately'.] Operative provisions
