Guidance Note for item 10. If the University expects to use Third Party Intellectual Property Rights (IPR) (for example, third party software), the details of the Third Party IPR and any restrictions imposed by the third party must be specified in this item 10 (see also clause 5.2(d)). If the University needs to use Third Party IPR that is not identified in this item 10, the parties can agree to amend this item in accordance with clause 13.4.

Guidance Note for item 10. If the Recipient is required to pay any Additional Expenses to the Transferor (in addition to the Fees) these should be specified in this item 10. For example, support and maintenance of the Material during the Recipient's possession.

Guidance Note for item 10. The Owner grants the Licensee a licence to Use the Project IP for the 'Purpose' (see clause 5.2). This Purpose restricts the scope of the Licensee's licence (for example, to specific fields of use or activities). 'Use' is also a defined term and limits what the Licensee can do with the Project IP for the Purpose. If the University is the Licensee, the 'Purpose' can include, for example, rights for research and teaching use following the completion of the Project. However, the confidentiality terms and publication requirements in this Agreement will apply to any such rights. Parties should note that the definition of 'Use' permits 'Use' by Affiliates. If this is not acceptable to the parties, 'Use' by Affiliates should be restricted in this item 10. [Insert any additional restrictions on use of the Collaborator's Pre-existing IPR.] [Specify here if the Licensee will have the first right to Commercialise the IPR in the Project IP or include details of any other approach to Commercialisation. Otherwise insert 'Clause 5.4 does not apply'] Guidance Note for items 12 and 13: Each party is granted a licence to Use the other party's Pre-existing IPR for the purpose specified in clause 5.1(b) or clause 5.1(c) (as relevant). If either party seeks to impose restrictions on the other party's use of Pre-existing IPR, the restrictions should be set out in these items. Guidance Note for item 11: If the parties expect to use Third Party IPR (for example, third party software) in the Project, the details of the Third Party IPR and any restrictions imposed by the third party must be specified in this item 11 (see also clause 5.1(e)). If during the Project, the parties need to use Third Party IPR that is not identified in this item 11, the parties can amend this item in accordance with clause 12.5 of this Agreement. [Insert the period for which the Owner of the Project IP has the first right to Commercialise or insert 'N/A'.] Fees

Guidance Note for item 10. If no Return Instructions are specified (i.e. where the Material will not be returned), the Recipient takes ownership upon delivery. If Return Instructions are specified (i.e. where the Material will be returned), the Transferor retains ownership of the physical Material. Any instructions in respect of the destruction or disposal of the Material that is not to be returned to Transferor should also be specified in this item 10. Return Instructions: [insert details, or N/A if Materials will not be returned to Transferor. If N/A, ownership of the Material transfers to the Recipient on delivery.] Return Date: [insert or N/A if not applicable] Guidance Note for item 11: If the Transferor would like to be acknowledged in any publication that relates to the outcomes of the use of the Transferor's Material (for example, journal papers or articles), the details of the form of acknowledgment should be specified in item 11. For example, the Transferor may specify that its contribution be acknowledged in any abstract of a journal paper. The [specify party] is responsible for all costs associated with the return of Material to the Transferor.

Guidance Note for item 10. The Fee and the manner of its calculation should be set out in item 10. For example, the Fee may be a single fixed payment for the Licensee's use of the Equipment for the Term or may be an amount per month. Payments Fee (AUD) (clause 7.1) $[insert] (excluding GST) OR Guidance Note for item 11: 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 the Equipment or particular project that will use the Equipment 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. Unless there is a good reason to specify otherwise, the period of confidentiality will ordinarily be the same for each party’s Confidential Information. $[insert] (excluding GST) to be paid [monthly / quarterly] in [advance / arrears] Confidential Information details Confidential Information (clause 8) Licensor Description of Confidential Information Period of confidentiality

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. – Licensed IPR and Confidential Information Guidance Note for section 1 of Schedule 2: This section lists any Registered IPR that is being Licensed under this Agreement, including any IPR where a registration has been applied for but not yet granted. The Licensor will need to provide these details and they should be checked by the Licensee to ensure they are comprehensive and cover the IPR that is expected. Registrations and Registration Applications within the Licensed IPR Title: Inventor(s): Country Application number Registration number Renewal date Status at Commencement Date Filing date Expiry date Guidance Note for section 2 of Schedule 2: As the Know-How to be licensed is not registered, an accurate and precise description of the technology or IPR is imperative. The Licensor will need to provide these details and they should be checked by the Licensee to ensure they are comprehensive and cover the IPR that is expected. Know-How within the Licensed IPR Description Insert any other relevant information Guidance Note for section 3 of Schedule 2: Identify here the other IPR that is being Licensed under this Agreement. For copyright and other unregistered IPR, identify both the subject of the IPR and the material that is embodied in it (ie the document being given to the Licensee). Any exclusions from the scope of the IPR should be clearly described, including if certain IPR is licensed in a different way (in the Details Schedule) to other IPR. The Licensor will need to provide these details and they should be checked by the Licensee to ensure they are comprehensive and cover the IPR that is expected. Other Licensed IPR Description Insert any other relevant information Guidance Note for section 4 of Schedule 2: Describe generally the Products in which the Licensed IPR resides, including the field of use and its application. The Licensee and Licensor will need to agree these details. Products Description Insert any other relevant information Guidance Note for section 5 of Schedule 2: Describe any Materials to be provided under the Agreement by the Licensor (e.g. samples, materials, chemical or biological reagents, prototypes,...

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