Common use of Project Equipment and Supplies Clause in Contracts

Project Equipment and Supplies. The Commissioned Organisation shall arrange, from the funds payable by ACIAR to the Commissioned Organisation for the Services, the procurement and delivery of all equipment and supplies that are specified in the Project Document. The Commissioned Organisation shall exercise administrative control of and maintain and keep equipment and supplies referred to in clause 11.1 in good repair. The Parties agree that the ownership of equipment and supplies that are procured for the Project for the performance of the Services in Australia shall vest in the Commissioned Organisation from the date of purchase. The Parties agree that the ownership of equipment and supplies procured by the Commissioned Organisation for the purposes of the Project in the Collaborating Country shall vest in the government of the Collaborating Country at the completion of the project. Unless otherwise agreed in writing, the Commissioned Organisation shall effect with reputable and substantial underwriters and maintain insurance against all loss or damage to the Project equipment referred to in clause 11.1 until the Services are completed. Notwithstanding clause 11.5, the Commissioned Organisation may undertake self-insurance arrangements with XXXXX’s prior written approval. Intellectual Property ACIAR and the Commissioned Organisation shall have regard to the provisions of and fulfil all relevant obligations under international arrangements to which Australia is a signatory relating to intellectual property and biological resources including: the International Treaty on Plant Genetic Resources; the FAO trustee arrangements with international agricultural research centres; the Convention on Biological Diversity; the Agreement on Trade Related Aspects of Intellectual Property rights; and the provisions of the International Union for the Protection of New Varieties of Plant. Transfer and exchange of germplasm between the Commissioned Organisation and the Collaborating Institution shall be subject to Materials Transfer and Acquisition Agreements and in accordance with the Convention on Biological Diversity. This clause 12.1 shall be interpreted such that the relevant obligation is that which was in effect at the time of the action in question. Unless otherwise expressly agreed in writing by the Parties, the Project Agreement does not affect the ownership of Background IP. The Commissioned Organisation grants to ACIAR or shall secure the grant of a permanent, irrevocable, royalty free, world-wide, non-exclusive licence (including a right to sublicense its rights to third parties) to use, reproduce, modify, publish, adapt and communicate to the public Background IP in conjunction with Project IP. Where ACIAR proposes to sub-license its rights under this clause 12.2, ACIAR will ensure that any sub-licence will be on the same or substantially the same terms as the licence ACIAR has from the Commissioned Organisation. The Commissioned Organisation warrants that to its actual knowledge and belief, following all diligent and reasonable enquiries, at the date of the Project Agreement or the date on which Background IP is first used in the Project (whichever is applicable to the circumstances): it is the owner of, or is otherwise entitled to use, the Background IP; it is entitled to grant the licences under clauses 12.2 and 12.11; and the exercise by ACIAR of its rights under clauses 12.2 and 12.11 will not infringe any Intellectual Property rights of any third party. The Commissioned Organisation shall indemnify, and keep indemnified ACIAR, its officers, employees and agents, from and against any and all liability, loss, damage, cost (including the cost of any settlement and legal costs and expenses on a solicitor/client basis), compensation or expense incurred by them arising out of any action, claim, suit, dispute, or proceeding brought by any third party in connection with the breach of the warranties set out in clause 12.3.

Project Equipment and Supplies. The Commissioned Organisation shall arrange, from the funds payable by ACIAR to the Commissioned Organisation for the Services, the procurement and delivery of all equipment and supplies that are specified in the Project Document. The Commissioned Organisation shall exercise administrative control of and maintain and keep equipment and supplies referred to in clause 11.1 in good repair. The Parties agree that the ownership of equipment and supplies that are procured for the Project for the performance of the Services in Australia shall vest in the Commissioned Organisation from the date of purchase. The Parties agree that the ownership of equipment and supplies procured by the Commissioned Organisation for the purposes of the Project in the Collaborating Country shall vest in the government of the Collaborating Country at the completion of the project. Unless otherwise agreed in writing, the Commissioned Organisation shall effect with reputable and substantial underwriters and maintain insurance against all loss or damage to the Project equipment referred to in clause 11.1 until the Services are completed. Notwithstanding clause 11.5, the Commissioned Organisation may undertake self-insurance arrangements with XXXXXACIAR’s prior written approval. Intellectual Property ACIAR and the Commissioned Organisation shall have regard to the provisions of and fulfil all relevant obligations under international arrangements to which Australia is a signatory relating to intellectual property and biological resources including: the International Treaty on Plant Genetic Resources; the FAO trustee arrangements with international agricultural research centres; the Convention on Biological Diversity; the Agreement on Trade Related Aspects of Intellectual Property rights; and the provisions of the International Union for the Protection of New Varieties of Plant. Transfer and exchange of germplasm between the Commissioned Organisation and the Collaborating Institution shall be subject to Materials Transfer and Acquisition Agreements and in accordance with the Convention on Biological Diversity. This clause 12.1 shall be interpreted such that the relevant obligation is that which was in effect at the time of the action in question. Unless otherwise expressly agreed in writing by the Parties, the Project Agreement does not affect the ownership of Background IP. The Commissioned Organisation grants to ACIAR or shall secure the grant of a permanent, irrevocable, royalty free, world-wide, non-exclusive licence (including a right to sublicense its rights to third parties) to use, reproduce, modify, publish, adapt and communicate to the public Background IP in conjunction with Project IP. Where ACIAR proposes to sub-license its rights under this clause 12.2, ACIAR will ensure that any sub-licence will be on the same or substantially the same terms as the licence ACIAR has from the Commissioned Organisation. The Commissioned Organisation warrants that to its actual knowledge and belief, following all diligent and reasonable enquiries, at the date of the Project Agreement or the date on which Background IP is first used in the Project (whichever is applicable to the circumstances): it is the owner of, or is otherwise entitled to use, the Background IP; it is entitled to grant the licences under clauses 12.2 and 12.11; and the exercise by ACIAR of its rights under clauses 12.2 and 12.11 will not infringe any Intellectual Property rights of any third party. The Commissioned Organisation shall indemnify, and keep indemnified ACIAR, its officers, employees and agents, from and against any and all liability, loss, damage, cost (including the cost of any settlement and legal costs and expenses on a solicitor/client basis), compensation or expense incurred by them arising out of any action, claim, suit, dispute, or proceeding brought by any third party in connection with the breach of the warranties set out in clause 12.3.

Project Equipment and Supplies. The Commissioned Organisation Agent shall arrange, from the funds payable by ACIAR to the Commissioned Organisation Agent for the Services, the procurement and delivery of all equipment and supplies that are specified in the Project Document. The Commissioned Organisation Agent shall exercise administrative control of and maintain and keep equipment and supplies referred to in clause 11.1 9.1 in good repair. The Parties agree that the ownership of equipment and supplies that are procured for the Project for the performance of the Services in Australia shall vest in the Commissioned Organisation Agent from the date of purchase. The Parties agree that the ownership of equipment and supplies procured by the Commissioned Organisation Agent for the purposes of the Project in the Collaborating Country shall vest in the government of the Collaborating Country at the completion of the project. Unless otherwise agreed in writing, the Commissioned Organisation Agent shall effect with reputable and substantial underwriters and maintain insurance against all loss or damage to the Project equipment referred to in clause 11.1 9.1 until the Services are completed. Notwithstanding clause 11.59.5, the Commissioned Organisation Agent may undertake self-insurance arrangements with XXXXX’s prior written approval. Intellectual Property ACIAR and the Commissioned Organisation shall have regard to the provisions of and fulfil all relevant obligations under international arrangements to which Australia is a signatory relating to intellectual property and biological resources including: the International Treaty on Plant Genetic Resources; the FAO trustee arrangements with international agricultural research centres; the Convention on Biological Diversity; the Agreement on Trade Related Aspects of Intellectual Property rights; and the provisions of the International Union for the Protection of New Varieties of Plant. Transfer and exchange of germplasm between the Commissioned Organisation and the Collaborating Institution shall be subject to Materials Transfer and Acquisition Agreements and in accordance with the Convention on Biological Diversity. This clause 12.1 shall be interpreted such that the relevant obligation is that which was in effect at the time of the action in question. Unless otherwise expressly agreed in writing by the Parties, the Project this Agreement does not affect the ownership of Background IP. The Commissioned Organisation Agent grants to ACIAR or shall secure the grant of a permanent, irrevocable, royalty free, world-wideworldwide, non-exclusive licence (including a right to sublicense its rights to third parties) to use, reproduce, modify, publish, adapt and adapt, communicate to the public and exploit Background IP in conjunction with Project SRA IP. Where ACIAR proposes to sub-license its rights under this clause 12.2, ACIAR will ensure that any sub-licence will be on the same or substantially the same terms as the licence ACIAR has from the Commissioned Organisation. The Commissioned Organisation Agent warrants that to its actual knowledge and belief, following all diligent and reasonable enquiriesenquires, at the date of the Project this SRA Agreement or the date on which Background IP is first used in the Project SRA (whichever is applicable to the circumstances): it is the owner of, or is otherwise entitled to use, the Background IP; it is entitled to grant the licences under clauses 12.2 10.1 and 12.1110.8; and the exercise by ACIAR of its rights under clauses 12.2 10.1 and 12.11 will 10.8 shall not infringe any Intellectual Property rights of any third party. The Commissioned Organisation Agent shall indemnify, and keep indemnified ACIAR, its officers, employees and agents, from and against any and all liability, loss, damage, cost (including the cost of any settlement and legal costs and expenses on a solicitor/client basis), compensation or expense incurred by them arising out of any action, claim, suit, dispute, or proceeding brought by any third party in connection with the breach of the warranties set out in clause 12.310.2.

Project Equipment and Supplies. The Commissioned Organisation Agent shall arrange, from the funds payable by ACIAR to the Commissioned Organisation Agent for the Services, the procurement and delivery of all equipment and supplies that are specified in the Project Document. The Commissioned Organisation Agent shall exercise administrative control of and maintain and keep equipment and supplies referred to in clause 11.1 9.1 in good repair. The Parties agree that the ownership of equipment and supplies that are procured for the Project for the performance of the Services in Australia shall vest in the Commissioned Organisation Agent from the date of purchase. The Parties agree that the ownership of equipment and supplies procured by the Commissioned Organisation Agent for the purposes of the Project in the Collaborating Country shall vest in the government of the Collaborating Country at the completion of the project. Unless otherwise agreed in writing, the Commissioned Organisation Agent shall effect with reputable and substantial underwriters and maintain insurance against all loss or damage to the Project equipment referred to in clause 11.1 9.1 until the Services are completed. Notwithstanding clause 11.59.5, the Commissioned Organisation Agent may undertake self-insurance arrangements with XXXXXACIAR’s prior written approval. Intellectual Property ACIAR and the Commissioned Organisation shall have regard to the provisions of and fulfil all relevant obligations under international arrangements to which Australia is a signatory relating to intellectual property and biological resources including: the International Treaty on Plant Genetic Resources; the FAO trustee arrangements with international agricultural research centres; the Convention on Biological Diversity; the Agreement on Trade Related Aspects of Intellectual Property rights; and the provisions of the International Union for the Protection of New Varieties of Plant. Transfer and exchange of germplasm between the Commissioned Organisation and the Collaborating Institution shall be subject to Materials Transfer and Acquisition Agreements and in accordance with the Convention on Biological Diversity. This clause 12.1 shall be interpreted such that the relevant obligation is that which was in effect at the time of the action in question. Unless otherwise expressly agreed in writing by the Parties, the Project this Agreement does not affect the ownership of Background IP. The Commissioned Organisation Agent grants to ACIAR or shall secure the grant of a permanent, irrevocable, royalty free, world-wideworldwide, non-exclusive licence (including a right to sublicense its rights to third parties) to use, reproduce, modify, publish, adapt and adapt, communicate to the public and exploit Background IP in conjunction with Project SRA IP. Where ACIAR proposes to sub-license its rights under this clause 12.2, ACIAR will ensure that any sub-licence will be on the same or substantially the same terms as the licence ACIAR has from the Commissioned Organisation. The Commissioned Organisation Agent warrants that to its actual knowledge and belief, following all diligent and reasonable enquiriesenquires, at the date of the Project this SRA Agreement or the date on which Background IP is first used in the Project SRA (whichever is applicable to the circumstances): it is the owner of, or is otherwise entitled to use, the Background IP; it is entitled to grant the licences under clauses 12.2 10.1 and 12.1110.8; and the exercise by ACIAR of its rights under clauses 12.2 10.1 and 12.11 will 10.8 shall not infringe any Intellectual Property rights of any third party. The Commissioned Organisation Agent shall indemnify, and keep indemnified ACIAR, its officers, employees and agents, from and against any and all liability, loss, damage, cost (including the cost of any settlement and legal costs and expenses on a solicitor/client basis), compensation or expense incurred by them arising out of any action, claim, suit, dispute, or proceeding brought by any third party in connection with the breach of the warranties set out in clause 12.310.2.