Guidance Note for item 4 definition

Guidance Note for item 4. This item should set out the expected date the Project would end. This date should be a short time after the last activity or deliverable is due to enable the parties to close out the Project.
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Guidance Note for item 4. This item is only applicable when Schedule 1 identifies trade mark or service mark rights. It allows the parties to specify whether trade marks will be assigned with business goodwill or not. It is possible to assign the right to a registered trade mark without assigning the goodwill in the business concerned. Rights in relation to unregistered trade marks can only be assigned by way of an assignment of goodwill of the underlying business. This goodwill cannot be separated from the goodwill of the business itself except where the organisation comprises several discrete businesses and the trade mark assigned is not associated with all of those discrete operations. In those circumstances, the goodwill of each business component can be separated. Advice should be sought from a stamp duty expert if an assignment of goodwill is required.
Sample 1
Guidance Note for item 4. This item should specify how the Transferor permits the Recipient to use the Material.
Sample 1

Examples of Guidance Note for item 4 in a sentence

  • Guidance Note for item 4: This item should specify how the Transferor permits the Recipient to use the Material.

  • The Singapore Workforce Development Agency provides a comprehensive set of services to assist jobseekers, such as training, counselling, career advice and job matching.

  • Guidance Note for item 4: This item defines the scope of the IPR being licensed.


More Definitions of Guidance Note for item 4

Guidance Note for item 4. This item is only applicable when Schedule 1 identifies trade mark or service mark rights. It allows the parties to specify whether trade marks will be assigned with business goodwill or not. It is possible to assign the right to a registered trade mark without assigning the goodwill in the business concerned. Rights in relation to unregistered trade marks can only be assigned by way of an assignment of goodwill of the underlying business. This goodwill cannot be separated from the goodwill of the business itself except where the organisation comprises several discrete businesses and the trade mark assigned is not associated with all of those discrete operations. In those circumstances, the goodwill of each business component can be separated. Advice should be sought from a stamp duty expert if an assignment of goodwill is required. Guidance Note for items 1 and 2: These items set out the parties' representatives, including for disputes under the Agreement The location of the Assignor is also the governing law and jurisdiction of the Agreement (see clause 12.2). Assignor (granting entity)Name: [insert] ABN: [insert] Address: [insert] Email: [insert] For attention of: [insert] Assignee (receiving entity)Name: [insert] ABN: [insert] Address: [insert] Email: [insert] For attention of: [insert] Assignment Details Date of Assignment (clause 1) [Tick which date applies.]The date that the last party signs this Agreement. ☐ The date that the Assignor receives payment of the Fee (only use if Fee is a single payment). ☐ The date as set out in Schedule 2 (only use if a custom fee structure is used) ☐ The following date: [insert] ☐ Goodwill (clause 1) [Tick which applies.]Goodwill to be assigned ☐ Goodwill not to be assigned (tick this option if not applicable) ☐ Fee (AUD) (clause 6) [Tick as applicable.]The following amount, as a single payment: $[insert] (excluding GST) ☐ The custom Fee Structure as set out in Schedule 2 ☐ Payment date (clause 6) [Tick as applicable.]The date that the last party signs this Agreement, with the Assignor's receipt of the Fee acknowledged. ☐ The following date: [insert] (only use if Fee is a single payment) ☐ The date(s) as set out in the custom Fee structure in Schedule 2 (only use if a custom fee structure is used) ☐ Existing Licence Details [Insert details of any licences in force in respect of the Property as at the Date of Assignment.]
Sample 1
Guidance Note for item 4. This is the date the whole Agreement ends. The parties have flexibility to determine how they will describe the Licence End Date. This can be a date or a specified event - such as expiry of a Registration. In some cases, there may be limits on the ability to licence IPR beyond the term of its registration and this is reflected in clause 2.2 of the template, so that each item is separately licenced, and this Agreement continues to apply without the item that has expired, to the fullest extent practical/permitted. Schedule 1 – Details Schedule‌ 1 Clause 1.1 Licensor (granting entity) Name: [insert] Address: [insert] Email: [insert] Notices for attention of: [insert] Senior Representative: [insert] 2 Clause 1.1 Licensee (receiving entity) Name: [insert] Address: [insert] Email: [insert] Notices for attention of: [insert] Senior Representative: [insert] 3 Clauses 1.1 and 2.1 Commencement Date [Note: insert date Agreement is to commence eg, dd/mm/yy] or [the date on which this Agreement is signed by the parties, or if signed on separate days, the date of the last signature.] 4 Clauses 1.1 and 2.1 Licence End Date [Note: insert date Agreement is to end eg, dd/mm/yy - OR - remains in force until expiry of the last Registration - OR - remains in force for [X] years and then until the last date upon which the Licensee is Commercialising the Licensed IPR], unless terminated earlier in accordance with this Agreement.
Sample 1
Guidance Note for item 4. This is the date the whole Agreement ends. The parties have flexibility to determine how they will describe the Licence End Date. This can be a date or a specified event - such as expiry of a Registration. In some cases, there may be limits on the ability to licence IPR beyond the term of its registration and this is reflected in clause 2.2 of the template, so that each item is separately licenced, and this Agreement continues to apply without the item that has expired, to the fullest extent practical/permitted. Schedule 1 – Details Schedule‌ Guidance Note for items 1 and 2: These items set out the parties' representatives for disputes and the receipt of notices under the Agreement and can only be changed in writing.
Sample 1
Guidance Note for item 4. This item should include the title of the Project and the summary. This is intended to assist parties in easily identifying the relevant Agreement for a Project.
Sample 1

Related to Guidance Note for item 4

  • Guidance Note Insert details of the Variation]

  • Guidance notes This clause gives the Purchaser licences to use Service Provider and third party IPR (including Third Party Software) as may be required to enjoy the benefit of the Services. Third party software may be made available on different licence terms in which case this clause may require to be amended. If there is a need to amend these terms or a need for more detailed IPR provisions e.g. where multiple different types of IPR or software are involved, appropriate legal advice should be taken. The Purchaser hereby grants to the Service Provider a royalty-free, non-exclusive, non-transferable licence during the Term to use the Purchaser Software, the Purchaser Background IPRs, [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and the Purchaser Data solely to the extent necessary for performing the Services in accordance with this Contract, including the right to grant sub-licences to Sub-Contractors provided that the Service Provider shall not, without the Purchaser’s prior written consent, use the licensed materials for any other purpose or for the benefit of any person other than the Purchaser. In the event of the termination or expiry of this Contract, the licence granted pursuant to clause 37.5 and any sub-licence granted by the Service Provider in accordance with clause 37.5 shall terminate automatically on the date of such termination or expiry and the Service Provider shall: immediately cease all use of the Purchaser Software, the Purchaser Background IPRs, [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and the Purchaser Data (as the case may be); at the discretion of the Purchaser, return or destroy documents and other tangible materials that contain any of the Purchaser Software, the Purchaser Background IPRs, [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and the Purchaser Data, provided that if the Purchaser has not made an election within six (6) months of the termination of the licence, the Service Provider may destroy the documents and other tangible materials that contain any of the Purchaser Software, the Purchaser Background IPRs, [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and the Purchaser Data (as the case may be); and ensure, so far as reasonably practicable, that any Purchaser Software, Purchaser Background IPRs [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and Purchaser Data that are held in electronic, digital or other machine-readable form cease to be readily accessible from any Service Provider computer, word processor, voicemail system or any other Service Provider device containing the same.

  • Initial Note A-7 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • U.S. Accredited Investor means an “accredited investor” as defined in Rule 501(a) of Regulation D;

  • Investment Company Act of 1940 means the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

  • Rule 144A Letter As defined in Section 5.02(b).

  • Initial Note A-6 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Sophisticated Individual Accredited Investor means an individual who (a) is an accredited investor within the meaning of Regulation D under the Securities Act and (b) based on his or her pre-existing relationship with the Dealer, is reasonably believed by the Dealer to be a sophisticated investor (i) possessing such knowledge and experience (or represented by a fiduciary or agent possessing such knowledge and experience) in financial and business matters that he or she is capable of evaluating and bearing the economic risk of an investment in the Notes and (ii) having not less than $5 million in investments (as defined, for purposes of this section, in Rule 2a51-1 under the Investment Company Act of 1940, as amended).

  • Initial Note B Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Initial Note A-5 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Applicable effluent standards and limitations means all State and Federal effluent standards and limitations to which a discharge is subject under the Act, including, but not limited to, effluent limitations, standards of performance, toxic effluent standards and prohibitions, and pretreatment standards.

  • Issuer-Represented Limited-Use Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 under the Securities Act, that is made available without restriction pursuant to Rule 433(d)(8)(ii), even though not required to be filed with the Commission.

  • Securities Act of 1933 means the United States Securities Act of 1933, as from time to time amended.

  • Mentor-Protégé Agreement means an agreement between a prime and MBE or WBE subcontractor pursuant to MCC 2-92-535, that is approved by the City of Chicago and complies with all requirements of MCC 2-92-535 and any rules and regulations promulgated by the Chief Procurement Officer.

  • Initial Note A-8 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Documents Incorporated by Reference means all financial statements, management’s discussion and analysis, management information circulars, annual information forms, material change reports or other documents issued by the Corporation, whether before or after the date of this Agreement, that are required by NI 44-101 to be incorporated by reference into the Prospectus or any Prospectus Amendment;

  • Initial Note A-4 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Initial Note Balance means, for any Class, the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance, the Initial Class B Note Balance, the Initial Class C Note Balance, the Initial Class D Note Balance or the Initial Class E Note Balance, as applicable, or with respect to the Notes generally, the sum of the foregoing.

  • Investment Representation Letter As defined in Section 5.02(b).

  • list of accredited prospective providers means the list of accredited prospective providers which the municipality must keep in terms of paragraph 14 of this policy;

  • Qualified individual with a disability means an individual with a disability who satisfies the requisite skill, experience, education and other job-related requirements of the employment position such individual holds or desires, and who, with or without reasonable accommodation, can perform the essential functions of such position.

  • Initial Note A-2-2 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Rule 3a-7 means Rule 3a-7 under the Investment Company Act.

  • Institutional Accredited Investor means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • Securities Act (Ontario) means the Securities Act, R.S.O. 1990, c.S.5, as amended, and the regulations thereunder, unless otherwise specified, as the same exist on the date hereof.

  • Accredited Investor has the meaning set forth in Regulation D promulgated under the Securities Act.