Guidance Note for clause. 13: Each party is required to maintain for the duration of the Agreement and 7 years following expiration or termination, the types of insurance, and for the values, specified in item 9 of the Details Schedule. Refer to the HERC IP Framework Practical Guide for further guidance.
Guidance Note for clause. 5: Where the Licensee is granted a Commercialisation right, it is important that the Licensee exercises this right in a way that maximises the Fees and promotes the Products incorporating the Licensed IPR. The specific performance measures relevant to the transaction can be agreed by the parties in Schedule 4. These measures should reflect the intentions of the parties, including recognising that this template is granting exclusive rights. See further the guidance in Schedule 4.
Guidance Note for clause. 10: This clause is tailored to the 'exclusive' nature of the Licence being granted. It can be further amended by the parties in Schedule 2 or in the IP Management Plan if the parties agree to different arrangements.
Examples of Guidance Note for clause in a sentence
Guidance Note for clause 3.5: The Licensor will still need to ensure its conduct in granting the Licence is consistent with Moral Rights, but there is no express requirement for Moral Rights consents to be obtained.
Guidance Note for clause 5.3: Performance Criteria are intended to be clear, measurable achievements.
Guidance Note for clause 4.4: The same laws, jurisdiction, and dispute resolution procedure that is set out in the Agreement applies to this Variation Agreement.
Guidance Note for clause 6.1: The nature of the records required to be kept will depend in part on how the Fees are set.
Guidance Note for clause 19.11: This clause sets out (non-exhaustively) the provisions of this Agreement that continue in effect following the termination or expiry of this Agreement.
More Definitions of Guidance Note for clause
Guidance Note for clause. 10: This clause is tailored to the 'non-exclusive' nature of the Licence being granted. It can be further amended by the Parties in Schedule 2 if they agree to different arrangements.
Guidance Note for clause. 3: While intended only for exclusive Commercialisation, the template allows flexibility for the parties to agree the details of Licences being granted within item 5 of the Details Schedule. The scope of the licence should still be consistent with this clause 3, which sets the minimum requirements for Licences. Any right for the Licensor to keep using the Licensed IPR in the Field or Territory, grant additional licences, or publish unpublished Licensed IPR must be identified in item 5 of the Details Schedule. These rights need to be structured as a sublicence back from the Licensee, so that the nature of the 'exclusive' licence is preserved. Further guidance is provided in the Details Schedule for each item.
Guidance Note for clause. 3: While intended for non- exclusive Commercialisation, the template allows flexibility for the parties to agree the details of Licences being granted within item 5 of the Details Schedule. The scope of the licence must still be consistent with this clause 3, which sets the minimum requirements for Licences. Further guidance is provided in the Details Schedule for each item.
Guidance Note for clause. 10: This clause provides that the Assignor does not make any promises in respect of the usefulness of the Property. The Assignee takes the Property as it is and must satisfy itself and conduct its own enquiries of the Property's value and usefulness.
Guidance Note for clause. 4: This clause requires, subject to the Assignee having paid the Fee, the Assignor to deliver any Related Materials specified in item 8 of the Details Schedule to the Assignee in the form that the Assignee reasonably requires.
Guidance Note for clause. 2: This clause assists the parties in interpreting this Agreement. If inconsistency arises between Agreement documents (i.e. the Details Schedule and an attachment), the interpretation of the higher priority document is to be applied. Guidance Note for clause 3.1: This clause grants the Licensee a licence to use the Equipment, subject to the terms of the Agreement. A licence is a contractual right to use and does not confer any other rights (for example, ownership) not specifically granted by the Agreement terms. Guidance Note for clause 3.2: This clause provides that the Licensor retains ownership of the Equipment and the Licensee has a right to use it during the Term only. The Licensee must not part with possession or transfer the Equipment or create any interest in the Equipment. Please be aware that the Agreement may result in creation of a security interest that is registerable under the Personal Property Securities Register. Failure to register a registerable security interest can result in loss of priority over ownership of the Equipment. Where Licensees are taking possession of the Equipment, Licensors are encouraged to seek further legal advice to determine if registration is applicable to their circumstances. Further advice is available from: xxxxx://xxx.xxxx.xxx.xx/xxxxxxxxxxx/xxxxxx-xx-xxx- should-register-ppsr/leases-bailments-consignments. Guidance Note for clause 3.3(a): This clause provides that the Licensee uses the Equipment at its own risk. The Licensor gives no assurances that the Equipment is suitable for use. The Licensee must inspect the Equipment and should not accept newly made Equipment if it does not meet the specific product specifications. Guidance Note for clause 3.3(b): This clause provides that the Licensor is responsible for ensuring the Equipment that is newly made to specific specifications meets those specifications. Guidance Note for clause 3.3(c): Other than new Equipment made to specific product specifications, Equipment is supplied in whatever condition it is in at the time the Licensee takes possession of it. Guidance Note for clause 3.4(b): This clause sets out the usage conditions with which the Licensee must ensure that any Operator of the Equipment complies. The Licensor may include restrictions on or terms of use in item 6 of the Details Schedule. The Licensee must ensure that all Operators take proper care of the Equipment. The Licensee bears the responsibility for obtaining any permits and Operator qualificat...
Guidance Note for clause. 2: This clause assists the parties in interpreting this Agreement. If inconsistency arises between Agreement documents (i.e. the Details Schedule and an attachment), the interpretation of the higher priority document is to be applied. Guidance Note for clause 3.1: This Agreement commences as specified in item 3 of the Details Schedule and will end when terminated or varied by the parties or the Project is completed (for example, all Milestones have been achieved) in accordance with Schedule 1.