Guidance Note for item 9 Sample Clauses

Guidance Note for item 9. This item sets out the agreed maximum liability of a party for loss suffered by the other party. The liability cap should be based on a risk assessment (refer to the HERC IP Practical Guide) and can be expressed as a monetary value, or linked to the Fees paid under this Agreement. This liability cap does not apply to losses arising from the acts set out in clause 9(b). Operative provisions
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Guidance Note for item 9. If a party would like to be acknowledged in any of the other party's publications that relate to the Project IP (for example, journal papers or articles), the details of the form of acknowledgement should be specified in item 9. For example, the Collaborator may specify that its contribution be acknowledged in any abstract of a journal paper. Alternatively, the parties can specify restrictions on acknowledgements. For example, prohibiting public acknowledgement of a party's contribution. [Insert any specific Personnel that are required to undertake the Project.] Clause 10.8 Acknowledgement [Insert any requirements or restrictions for a party to acknowledge in publications (including the form of acknowledgement) the contribution of the other party.]
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Guidance Note for item 9. If the Collaborator would like to be acknowledged in any University publication that relates to the Results (for example, journal papers or articles), the details of the form of acknowledgment should be specified in item 9. For example, the Collaborator may specify that its contribution be acknowledged in any abstract of a journal paper. Schedule 1 Details Schedule Item Related clause Subject Description 1 Clause 1.1 University University Name: [insert] ABN: [insert] Address: [insert] Email: [insert] Notices for attention of: [insert] 2 Clause 1.1 Collaborator Collaborator Name: [insert] ABN: [insert] Address: [insert] Email: [insert] Notices for attention of: [insert] 3 Clause 1.1 Commencement Date [Insert the date this Agreement commences.] 4 Clause 1.1 Project End Date [Insert date Agreement is to end eg, dd/mm/yy] 5 Clause 7.1(a) Project Manager [Insert the name of the individual that will be responsible for managing the Project.] 6 Clause 7.2 Key Personnel [Insert any specific Personnel that are required to undertake the Project.] 7 Clause 10.9(a) Right to Commercialise [Specify here if the Owner of the Results will not have the first right to Commercialise the IPR in the Results and include details of any other approach to Commercialisation. Otherwise insert 'Clause 10.9 does not apply'] 8 Clause 10.9(a) Period for Commercialisation [Insert the period for which the Owner of the Results has the first right to Commercialise or insert 'N/A'.] 9 Clause 10.11 Acknowledgment [Insert any requirement for the Licensee to acknowledge in publications (including the Item Related clause Subject Description form of acknowledgment) its use of the Licensor's IPR.] 10 Clause 15 Moral Rights [Tick which Moral Rights provision applies.] Clause 15.1 (Compliance) Clause 15.2 (Consent) 11 Clause 17.1 Indemnity [insert: • 'N/A' if the indemnity in clause 17 is to apply; or if the indemnity in clause 17 is not to apply, either: • an alternative indemnity agreed by the parties; or • if no indemnity is to be included, 'Neither party indemnifies the other party under this Agreement.'.] 12 Clause 18.6 Liability cap [ Insert liability cap amount. ] 13 Clause 20 Dispute resolution [Tick which dispute resolution provision applies.] Clause 20.6 (Escalation to court proceedings) Clause 20.7 (Escalation to arbitral proceedings - WIPO) Clause 20.8 (Escalation to arbitral proceedings - ACICA)
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Guidance Note for item 9. This item sets out proposed insurance types and amounts. The parties should consider the types of insurance and the values required to cover the Licensee's liability arising out of or in connection with this Agreement. 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.
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Guidance Note for item 9. If the Licensor would like to be acknowledged in any publication that relates to the use of the Licensor's Equipment (for example, journal papers or articles), the details of the form of acknowledgement should be specified in item 9. Payments
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Guidance Note for item 9. If the Licensor would like to be acknowledged in any publication that relates to the use of the Licensor's Equipment (for example, journal papers or articles), the details of the form of acknowledgement should be specified in item 9. Details Schedule Item Agreement Details Licensor (granting entity)Name: [insert] ABN: [insert] Address: [insert] Email: [insert] Notices for attention of: [insert] Licensee (receiving entity)Name: [insert] ABN: [insert] Address: [insert] Email: [insert] Notices for attention of: [insert] Term This Agreement commences on the Commencement Date and expires on [insert date/period], unless terminated earlier in accordance with its terms. Details of related agreement (if any) [If the Equipment is being provided for use as part of a particular project, insert the details (e.g. title, date) of the relevant agreement for that project.] Details of Equipment Equipment (clause 3) [Insert the Equipment to be provided to the Licensee, include a description of the Equipment and any relevant serial numbers.] Terms of use (clause 3) [Insert any terms of use applicable to the Equipment.] Parts and consumables [Insert any parts or consumables for the Equipment that the Licensor will provide to the Licensee under this Agreement.]
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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. [For each party, insert any specific Personnel that are required to undertake the Project. This may include the designated Chief Investigator.] Collaborator A Key Personnel Collaborator B Key Personnel [For each party, insert any specific Personnel that are required to undertake the Project. This may include the designated Chief Investigator.] [For each party, insert any specific Personnel that are required to undertake the Project. This may include the designated Chief Investigator.] Clause 10.2 Right to Commercialise [Specify here the party or parties that will have the first right to Commercialise the IPR in the Project IP and include details of any other approach to Commercialisation Otherwise insert 'Clause 10.2 does not apply']
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Guidance Note for item 9. If a party would like to be acknowledged in any of the other party's publications that relate to the Project IP (for example, journal papers or articles), the details of the form of acknowledgement should be specified in item 9. For example, the Collaborator may specify that its contribution be acknowledged in any abstract of a journal paper. Alternatively, the parties can specify restrictions on acknowledgements. For example, prohibiting public acknowledgement of a party's contribution. Guidance Note for item 10: Clause 11.2 provides an initial position in relation to Commercialisation of IPR in Project IP. However, if both parties consider that the approach in clause 11.2 is not appropriate for their particular Project, the parties can agree an alternative approach and set it out in this item.
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Guidance Note for item 9. If the Collaborator would like to be acknowledged in any University publication that relates to the Results (for example, journal papers or articles), the details of the form of acknowledgment should be specified in item 9. For example, the Collaborator may specify that its contribution be acknowledged in any abstract of a journal paper. Guidance Note for items 1 and 2 : These items set out the parties' representatives for disputes and receipt of notices under the Agreement and can only be changed in writing. The location of the University is also the governing law and jurisdiction of the Agreement.
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Related to Guidance Note for item 9

  • 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

  • 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.

  • STATUTORY PENALTY FOR INADEQUATE QUALIFIED INVESTMENT Pursuant to Section 313.0275 of the TEXAS TAX CODE, in the event that the Applicant fails to make $10,000,000 of Qualified Investment, in whole or in part, during the Qualifying Time Period, the Applicant is liable to the State for a penalty. The amount of the penalty is the amount determined by: (i) multiplying the maintenance and operations tax rate of the school district for that tax year that the penalty is due by (ii) the amount obtained after subtracting (a) the Tax Limitation Amount identified in Section 2.4.B from (b) the Market Value of the property identified on the Appraisal District's records for the Tax Year the penalty is due. This penalty shall be paid on or before February 1 of the year following the expiration of the Qualifying Time Period and is subject to the delinquent penalty provisions of Section 33.01 of the TEXAS TAX CODE. The Comptroller may grant a waiver of this penalty in the event of Force Majeure which prevents compliance with this provision.

  • 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

  • Purchase for Investment (a) Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of his Partnership Interest is made as a principal for his account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

  • How Are Distributions from a Xxxx XXX Taxed for Federal Income Tax Purposes Amounts distributed to you are generally excludable from your gross income if they (i) are paid after you attain age 59½, (ii) are made to your beneficiary after your death, (iii) are attributable to your becoming disabled, (iv) subject to various limits, the distribution is used to purchase a first home or, in limited cases, a second or subsequent home for you, your spouse, or you or your spouse’s grandchild or ancestor, or (v) are rolled over to another Xxxx XXX. Regardless of the foregoing, if you or your beneficiary receives a distribution within the five-taxable-year period starting with the beginning of the year to which your initial contribution to your Xxxx XXX applies, the earnings on your account are includable in taxable income. In addition, if you roll over (convert) funds to your Xxxx XXX from another individual retirement plan (such as a Traditional IRA or another Xxxx XXX into which amounts were rolled from a Traditional IRA), the portion of a distribution attributable to rolled-over amounts which exceeds the amounts taxed in connection with the conversion to a Xxxx XXX is includable in income (and subject to penalty tax) if it is distributed prior to the end of the five-tax-year period beginning with the start of the tax year during which the rollover occurred. An amount taxed in connection with a rollover is subject to a 10% penalty tax if it is distributed before the end of the five-tax-year period. As noted above, the five-year holding period requirement is measured from the beginning of the five-taxable-year period beginning with the first taxable year for which you (or your spouse) made a contribution to a Xxxx XXX on your behalf. Previously, the law required that a separate five-year holding period apply to regular Xxxx XXX contributions and to amounts contributed to a Xxxx XXX as a result of the rollover or conversion of a Traditional IRA. Even though the holding period requirement has been simplified, it may still be advisable to keep regular Xxxx XXX contributions and rollover/ conversion Xxxx XXX contributions in separate accounts. This is because amounts withdrawn from a rollover/conversion Xxxx XXX within five years of the rollover/conversion may be subject to a 10% penalty tax. As noted above, a distribution from a Xxxx XXX that complies with all of the distribution and holding period requirements is excludable from your gross income. If you receive a distribution from a Xxxx XXX that does not comply with these rules, the part of the distribution that constitutes a return of your contributions will not be included in your taxable income, and the portion that represents earnings will be includable in your income. For this purpose, certain ordering rules apply. Amounts distributed to you are treated as coming first from your non-deductible contributions. The next portion of a distribution is treated as coming from amounts which have been rolled over (converted) from any non-Xxxx IRAs in the order such amounts were rolled over. Any remaining amounts (including all earnings) are distributed last. Any portion of your distribution which does not meet the criteria for exclusion from gross income may also be subject to a 10% penalty tax. Note that to the extent a distribution would be taxable to you, neither you nor anyone else can qualify for capital gains treatment for amounts distributed from your account. Similarly, you are not entitled to the special five- or ten- year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Rather, the taxable portion of any distribution is taxed to you as ordinary income. Your Xxxx XXX is not subject to taxes on excess distributions or on excess amounts remaining in your account as of your date of death. You must indicate on your distribution request whether federal income taxes should be withheld on a distribution from a Xxxx XXX. If you do not make a withholding election, we will not withhold federal or state income tax. Note that, for federal tax purposes (for example, for purposes of applying the ordering rules described above), Xxxx IRAs are considered separately from Traditional IRAs.

  • Statement of Purpose The Borrower has requested, and the Lenders have agreed, to extend certain credit facilities to the Borrower on the terms and conditions of this Agreement.

  • How Are Distributions From a Traditional IRA Taxed for Federal Income Tax Purposes Amounts distributed to you are generally includable in your gross income in the taxable year you receive them and are taxable as ordinary income. To the extent, however, that any part of a distribution constitutes a return of your nondeductible contributions, it will not be included in your income. The amount of any distribution excludable from income is the portion that bears the same ratio as your aggregate non-deductible contributions bear to the balance of your Traditional IRA at the end of the year (calculated after adding back distributions during the year). For this purpose, all of your Traditional IRAs are treated as a single Traditional IRA. Furthermore, all distributions from a Traditional IRA during a taxable year are to be treated as one distribution. The aggregate amount of distributions excludable from income for all years cannot exceed the aggregate non-deductible contributions for all calendar years. You must elect the withholding treatment of your distribution, as described in paragraph 22 below. No distribution to you or anyone else from a Traditional IRA can qualify for capital gains treatment under the federal income tax laws. Similarly, you are not entitled to the special five- or ten-year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Historically, so-called “excess distributions” to you as well as “excess accumulations” remaining in your account as of your date of death were subject to additional taxes. These additional taxes no longer apply. Any distribution that is properly rolled over will not be includable in your gross income.

  • 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”):

  • How to Add or Remove Coverage for Family Members If your plan offers family coverage, you must notify your employer if you want to add or remove family members according to the Special Enrollment provisions described above. When adding or removing a family member, inform your employer in advance of the requested effective date and your employer will notify us. All requests must be made through your employer. We cannot directly add or remove coverage for you or your family members.

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