Common use of Intellectual Property Rights in Agreement Material Clause in Contracts

Intellectual Property Rights in Agreement Material. (a) The Intellectual Property Rights in the Agreement Material vest in the Recipient and/or the Project Partners on creation, as determined and agreed in the Participants Agreement. (b) To the extent that: (i) the Commonwealth needs to use any of the Agreement Material in connection with this Agreement or the Programme, or for any other legitimate carriage of its responsibilities, including but not limited to: (A) the use of Reports provided by the Recipient to the Commonwealth; or (B) the exercise of its rights under clause 25; the Recipient grants to, or must obtain for, the Commonwealth a perpetual, world-wide, royalty free, non-exclusive licence (including the right to sublicense) to use, reproduce, adapt, modify and communicate that Material; or (ii) the Recipient needs to use any of the Commonwealth Material (excluding the CRC Indicia) for the purpose of performing its obligations under this Agreement, the Commonwealth grants to the Recipient, subject to any conditions, directions or restrictions of the Commonwealth specified in item 14 of Schedule 1, a world-wide, royalty free, non-exclusive, non-transferable licence (including the right to sublicence) to use, reproduce, adapt, modify and communicate the Commonwealth Material solely for the purpose of undertaking the Project, or (iii) the Recipient needs to use any of the CRC Indicia for the purposes of clause 4.2, the Commonwealth grants to the Recipient, subject to any conditions, directions or restrictions of the Commonwealth specified in item 14 of Schedule 1, a world-wide, royalty free, non-exclusive, non-transferable licence (including the right to sublicense, with the exception of the Recipient being able to grant a sublicense to the Project Partners) to use, reproduce and communicate the CRC Indicia solely for the purposes of undertaking the Project. (c) The licence granted to the Commonwealth under clause 15.3(b)(i) does not include a right to exploit the Agreement Material, Pre-existing Material or Third Party Material for the Commonwealth’s commercial purposes. (d) The Recipient must, or where the Agreement Material vests in the Project Partner must ensure that, at all times during the Agreement Period, the Recipient and/or Project Partner has in place and adheres to documented procedures to ensure that, before any Agreement Material is published or disclosed to any person other than the Commonwealth or a Participant, consideration is given to the potential prejudice to the subsistence or Utilisation of the Agreement Material, including the possibility that publication or disclosure might preclude the grant of a patent or cause the loss of Intellectual Property Rights. (e) The Recipient must, or where the Agreement Material vests in the Project Partner must ensure that, the Recipient and/or Project Partner uses its best endeavours to ensure Utilisation of Agreement Material (but not including reports or other such material to be provided to the Commonwealth for the Commonwealth’s benefit) by the Participants. (f) The Recipient must, or where the Agreement Material vests in the Project Partner must ensure that, any Utilisation of Agreement Material, including by any third party, is consistent with any Milestones, the nature of the Project and the objectives of the Programme, including the maximisation of benefits accruing to Australia. (g) The Recipient must ensure that in order to maximise the benefits from research, after appropriate commercialisation and Utilisation decisions have been taken, consideration is given, where relevant, to dissemination of the results from the Project. (h) If at any time, the Commonwealth is of the reasonable view that the Utilisation of the Agreement Material by the Recipient and/or Project Partner, including any third party, is not consistent with clause 15.3(f), the Commonwealth may, by Notice at its sole and unfettered discretion: (i) require the Recipient to repay some or all of the Funds spent Utilising the Agreement Material; (ii) reduce or suspend payment of the Funds, or terminate the Agreement, under clause 27; or (iii) exercise any other right it may have under this Agreement.

Intellectual Property Rights in Agreement Material. (a) The Intellectual Property Rights in the Agreement Material vest vests in the Recipient and/or the Project Partners Participants on creation, as determined and agreed in the Participants Agreement. (b) To the extent that: (i) the Commonwealth needs to use any of the Agreement Material in connection with this Agreement or the ProgrammeProgram, or for any other legitimate carriage of its responsibilities, including but not limited to: (A) the use of Reports provided by the Recipient to the Commonwealth; , or (B) the exercise of its rights under clause 2526; the Recipient grants to, or must obtain for, the Commonwealth a perpetual, world-world- wide, royalty free, non-exclusive licence (including the right to sublicense) to use, reproduce, adapt, modify and communicate that the Agreement Material; or (ii) the Recipient needs to use any of the Commonwealth Material (excluding the CRC IndiciaBranding) for the purpose of performing its obligations under this Agreement, the Commonwealth grants to the Recipient, subject to any conditions, directions or restrictions of the Commonwealth specified in item 14 13 of Schedule 1, a world-world- wide, royalty free, non-exclusive, non-transferable licence (including the right to sublicencesublicense) to use, reproduce, adapt, modify and communicate the Commonwealth Material solely for the purpose of undertaking the Project, Activities; or (iii) the Recipient needs to use any of the CRC Indicia Branding for the purposes of clause 4.2, the Commonwealth grants to the Recipient, subject to any conditions, directions or restrictions of the Commonwealth specified in item 14 13 of Schedule 1, a world-world- wide, royalty free, non-exclusive, non-transferable licence (including excluding the right to sublicense, with the exception of the Recipient being able to grant a sublicense sublicence to the Project PartnersParticipants) to use, reproduce and communicate the CRC Indicia Branding solely for the purposes of undertaking the ProjectActivities. (c) The licence granted to the Commonwealth under clause 15.3(b)(i16.3(i) does not include a right to exploit the Agreement Material, Pre-existing Material or Third Party Material for the Commonwealth’s 's commercial purposes. (d) The Recipient must, or where the Agreement Material vests in the Project Partner must Recipient or a Participant, ensure that, at all times during the Agreement Period, the Recipient and/or Project Partner Participant has in place and adheres to documented procedures to ensure that, before any Agreement Material is published or disclosed to any person other than the Commonwealth or a Participant, consideration is given to the potential prejudice to the subsistence or Utilisation of the Agreement Material, including the possibility that publication or disclosure might preclude the grant of a patent or cause the loss of Intellectual Property Rights. (e) The Recipient must, or where the Agreement Material vests in the Project Partner must Recipient or a Participant, ensure that, the Recipient and/or Project Partner Participant uses its best endeavours to ensure Utilisation of Agreement Material (but not including reports or other such material to be provided to the Commonwealth for the Commonwealth’s benefit) by the Participants. (f) The Recipient must, or where the Agreement Material vests in the Project Partner must Recipient or a Participant ensure that, any Utilisation of Agreement Material, including by any third party, is consistent with any Milestones, the nature of the Project Activities and the objectives of the ProgrammeProgram, including the maximisation of benefits accruing to Australia. (g) The Recipient must ensure that in order to maximise the benefits from research, after appropriate commercialisation and Utilisation decisions have been taken, consideration is given, where relevant, to dissemination of the results from the ProjectActivities. (h) If at any time, the Commonwealth is of the reasonable view that the Utilisation of the Agreement Material by the Recipient and/or Project PartnerParticipant, including any third party, is not consistent with clause 15.3(f16.3(f), the Commonwealth may, by Notice at its sole and unfettered discretion: (i) require the Recipient to repay some or all of the Grant Funds spent Utilising the Agreement Material; (ii) reduce or suspend payment of the Grant Funds, or terminate the Agreement, under clause 2728; or (iii) exercise any other right it may have under this Agreement.

Intellectual Property Rights in Agreement Material. (a) The Intellectual Property Rights in the Agreement Material vest in the Recipient and/or the Project Partners on creation, as determined and agreed in the Participants Agreement. (b) To the extent that: (i) the Commonwealth needs to use any of the Agreement Material in connection with this Agreement or the Programme, or for any other legitimate carriage of its responsibilities, including but not limited to: (A) the use of Reports provided by the Recipient to the Commonwealth; or (B) the exercise of its rights under clause 25; the Recipient grants to, or must obtain for, the Commonwealth a perpetual, world-wide, royalty free, non-exclusive licence (including the right to sublicense) to use, reproduce, adapt, modify and communicate that Material; or (ii) the Recipient needs to use any of the Commonwealth Material (excluding the CRC IndiciaProgramme logo) for the purpose of performing its obligations under this Agreement, the Commonwealth grants to the Recipient, subject to any conditions, directions or restrictions of the Commonwealth specified in item 14 of Schedule 1, a world-wide, royalty free, non-exclusive, non-transferable licence (including the right to sublicence) to use, reproduce, adapt, modify and communicate the Commonwealth Material solely for the purpose of undertaking the Project, or (iii) the Recipient needs to use any of the CRC Indicia Programme logo for the purposes of clause 4.2, the Commonwealth grants to the Recipient, subject to any conditions, directions or restrictions of the Commonwealth specified in item 14 of Schedule 1, a world-wide, royalty free, non-exclusive, non-transferable licence (including excluding the right to sublicense, with the exception of the Recipient being able to grant a sublicense to the Project Partners) to use, reproduce and communicate the CRC Indicia Programme logo solely for the purposes of undertaking the Project. (c) The licence granted to the Commonwealth under clause 15.3(b)(i) does not include a right to exploit the Agreement Material, Pre-existing Material or Third Party Material for the Commonwealth’s 's commercial purposes. (d) The Recipient must, or where the Agreement Material vests in the Project Partner must ensure that, at all times during the Agreement Period, the Recipient and/or Project Partner has in place and adheres to documented procedures to ensure that, before any Agreement Material is published or disclosed to any person other than the Commonwealth or a Participant, consideration is given to the potential prejudice to the subsistence or Utilisation of the Agreement Material, including the possibility that publication or disclosure might preclude the grant of a patent or cause the loss of Intellectual Property Rights. (e) The Recipient must, or where the Agreement Material vests in the Project Partner must ensure that, the Recipient and/or Project Partner uses its best endeavours to ensure Utilisation of Agreement Material (but not including reports or other such material to be provided to the Commonwealth for the Commonwealth’s benefit) by the Participants. (f) The Recipient must, or where the Agreement Material vests in the Project Partner must ensure that, any Utilisation of Agreement Material, including by any third party, is consistent with any Milestones, the nature of the Project and the objectives of the Programme, including the maximisation of benefits accruing to Australia. (g) The Recipient must ensure that in order to maximise the benefits from research, after appropriate commercialisation and Utilisation decisions have been taken, consideration is given, where relevant, to dissemination of the results from the Project. (h) If at any time, the Commonwealth is of the reasonable view that the Utilisation of the Agreement Material by the Recipient and/or Project Partner, including any third party, is not consistent with clause 15.3(f), the Commonwealth may, by Notice at its sole and unfettered discretion: (i) require the Recipient to repay some or all of the Grant Funds spent Utilising the Agreement Material; (ii) reduce or suspend payment of the Grant Funds, or terminate the Agreement, under clause 27; or (iii) exercise any other right it may have under this Agreement.