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 5.3: Performance Criteria are intended to be clear, measurable achievements.
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 17.5: The ADC Guidance for Commercial Mediation is available on the ADC website at: xxxxx://xxxxxxxxxxxxxx.xxx.xx/xxx- guidelines/.
Guidance Note for clause 8.5: As set out above, any Materials provided by the Licensee are for information and assistance purposes.
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.
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right for the Licensor to keep using the Licensed IPR in the Field or Territory, grant additional licences, or publish unpublished Licensed IPR must be identified in item 5 of the Details Schedule.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 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 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. 12: An indemnity is a promise by one party to defend and compensate the other party with respect to loss or damage suffered by the other party for a specified event. This clause provides for an indemnity from: - the Licensee to the Licensor for third party claims etc arising out of the exercise by the Licensee of its rights or breach of its obligations under the Agreement - including in the process of Commercialising the IPR. This is because the Licensee is responsible for ensuring that it appropriately conducts the Commercialisation; and - the Licensor in favour of the Licensee for third party claims etc arising out of breach by the Licensor of the Agreement. This would include if the Licensee was liable because the Licensed IPR infringed the third party's IPR - provided the Licensor was responsible for this. There are a number of limitations on the Licensor's liability under the Agreement and the Licensor is not liable unless it has also breached the Agreement. However, if both parties consider that the indemnity is not appropriate for their particular transaction, the parties can agree not to require an indemnity, or to an alternative approach, and amend this clause. Liability is reduced to the extent of the other party's negligence or breach (under clause 12.2). Clause
Guidance Note for clause. 2: All variations to the Agreement must be specified in item 8.
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. Use unless otherwise set out in item 5 of the Details Schedule, means to use, reproduce, adapt, modify, communicate, broadcast, distribute or publish in each case solely within the party's own organisation and any of its Affiliates and includes sublicensing such rights for Use within the party's own organisation and any of its Affiliates, and excludes Commercialisation or publication outside of the party and its Affiliates.
Guidance Note for clause. 5: The Licensee must provide reports to the Licensor in accordance with item 11 of the Details Schedule. The Licensee must keep complete and accurate records of the Fees payable to the Licensor (including any information necessary to calculate the Fees) and make these available to the Licensor on request. The Licensor may carry out an audit of the Licensee's records annually during the Term.