Guidance Note for item 5. This item allows the parties to specify the date the variation will come into effect. If no date is specified then the date that the last party signs this Variation Agreement will be the Variation Date.
Guidance Note for item 5. The University is obliged to perform the project utilising any Key Personnel listed in item 5 (see clause 3.6). List any Key Personnel that the University must utilise in the performance of the Project.
Guidance Note for item 5. The parties must identify the purpose for which Confidential Information can be used. The description should be as specific as possible. This Agreement permits disclosure of Confidential Information to Personnel for the Permitted Purpose in accordance with clause 3(b). It does not cover disclosure of Confidential Information to third parties. Disclosure to Personnel of Affiliates and contractors is permitted under the Agreement unless expressly restricted as part of this item. If a party wants to disclose Confidential Information to another third party, the parties should consider if a separate confidentiality agreement is required with that third party, so that the third party is subject to legally binding obligations with respect to the disclosed Confidential Information. Operative provisions
Guidance Note for item 5. The parties can use this item to describe the scope of the Licence granted under the Agreement. This may be different for different items of IPR being licensed and this can be identified here. This item can refer to an attachment if more space is required. Period: This will usually be the same as the Term of the Agreement, but the parties can agree a shorter period for specific IPR if required. Scope: This Agreement is intended for non-exclusive Commercialisation of the Licensed IPR. Sublicensing: Clause 3.3 sets out default rights to sublicence without obtaining further consent from the Licensor. These can be amended in this item, to either remove or add rights. The parties can also agree to change the process for the Licensor granting permission for new sublicensees - the template requires the Licensor to not unreasonably withhold their consent to such requests.
Guidance Note for item 5. The parties should insert the title of the Agreement which is being varied and any reference number and/or project title. This is to ensure that the parties are varying the correct Agreement.
Guidance Note for item 5. The parties must identify the purpose for which Confidential Information can be used. This Agreement permits disclosure of Confidential Information to Personnel for the Permitted Purpose in accordance with clause 3(b). It does not cover disclosure of Confidential Information to third parties (including affiliates). If a party wants to disclose Confidential Information to a third party, the parties should consider if a separate confidentiality agreement is required with that third party, so that the third party is subject to legally binding obligations with respect to the disclosed Confidential Information. Operative provisions
Guidance Note for item 5. The individual identified by the University to be the Project Manager should be identified in this item. The principal investigator and the Project Manager may be the same person.
Guidance Note for item 5. While the Licence must be exclusive, the parties can use this item to describe the scope of the Licence granted under the Agreement. This may be different for different items of IPR being licensed and this can be identified here. This item can refer to an attachment if more space is required. Period: This will usually be the same as the Term of the Agreement, but the parties can agree a shorter period for specific IPR if required. Scope: This Agreement is intended for exclusive Use and Commercialisation of the Licensed IPR in the Field and Territory. If any aspects will be Licensed on a non-exclusive basis, they should be expressly identified. Consider how to manage this IPR that is not exclusively licensed in the IPR Management Plan. Guidance Note for items 1 and 2: These items set out the parties' representatives for disputes and the receipt of notices under the Agreement and can only be changed in writing. The location of the Licensor also determines the governing law and jurisdiction of the Agreement (see clause 19.10).
Guidance Note for item 5. The parties can use this item to describe the scope of the Licence granted under the Agreement. This may be different for different items of IPR being licensed and this can be identified here. This item can refer to an attachment if more space is required. Period: This will usually be the same as the Term of the Agreement, but the parties can agree a shorter period for specific IPR if required. Scope: This Agreement is intended for non-exclusive Commercialisation of the Licensed IPR. Sublicensing: Clause 3.3 sets out default rights to sublicence without obtaining further consent from the Licensor. These can be amended in this item, to either remove or add rights. The parties can also agree to change the process for the Licensor granting permission for new sublicensees - the template requires the Licensor to not unreasonably withhold their consent to such requests. Guidance Note for items 1 and 2: These items set out the parties' representatives for disputes and the receipt of notices under the Agreement and can only be changed in writing. The location of the Licensor also determines the governing law and jurisdiction of the Agreement (see clause 19.10).
Guidance Note for item 5. While the Licence must be exclusive, the parties can use this item to describe the scope of the Licence granted under the Agreement. This may be different for different items of IPR being licensed and this can be identified here. This item can refer to an attachment if more space is required. Period: This will usually be the same as the Term of the Agreement, but the parties can agree a shorter period for specific IPR if required. Scope: This Agreement is intended for exclusive Use and Commercialisation of the Licensed IPR in the Field and Territory. If any aspects will be Licensed on a non-exclusive basis, they should be expressly identified. Consider how to manage this IPR that is not exclusively licensed in the IPR Management Plan. Schedule 1 – Details Schedule Item Related clause Subject Description 1 Clause 1.1 Licensor (granting entity) Name: [insert] Address: [insert] Email: [insert] Notices for attention of: [insert] Senior Representative: [insert] 2 Clause 1.1 Licensee (receiving entity) Name: [insert] Address: [insert] Email: [insert] Notices for attention of: [insert] Senior Representative: [insert] 3 Clauses 1.1 and 2.1 Commencement Date [Insert date Agreement is to commence eg, dd/mm/yy] or [the date on which this Agreement is signed by the parties, or if signed on separate days, the date of the last signature.] 4 Clauses 1.1 and 2.1 Licence End Date [Insert date Agreement is to end eg, dd/mm/yy - OR - remains in force until expiry of the last Registration - OR - remains in force for [X] years and then until the last date upon which the Licensee is Commercialising the Licensed IPR], unless terminated earlier in accordance with this Agreement.
