Common use of Intellectual Property and Confidential Information Clause in Contracts

Intellectual Property and Confidential Information. The Parties agree that the ownership of Background Intellectual Property and Background Material is not affected by this agreement and that all Background Intellectual Property remains the property of or controlled by the Party that makes it available for the purpose of carrying out the Project. During the Project a party may transfer Background Material to another party for use in undertaking the Project, but for no other purpose. Each Party grants to each other a royalty-free, non-exclusive, non-transferable licence to use its Background Intellectual Property to the extent necessary to carry out the Project but for no other purpose. No representations or warranties are made or given in relation to Background Intellectual Property, however each Party making available Background Intellectual Property acknowledges that to the best of its knowledge, as at the date of signing this agreement without the need to make additional enquiries, conduct searches or seek a legal opinion, such Background Intellectual Property when used in accordance with this agreement will not infringe any third party Intellectual Property rights. The Parties agree that all rights, title and interest in the Project Intellectual Property will be owned solely by the Party, or jointly by the Parties that created it or contributed to its development or creation and, in the case of jointly owned Project Intellectual Property, the relevant Parties will own the Project Intellectual Property as tenants in common in shares proportionate to their respective intellectual contributions to the development or creation of that Intellectual Property. Each Party’s share of Project Intellectual Property will be dealt with in accordance with the relevant Party’s own Intellectual Property policies, regulations and procedures. The Parties acknowledge that the Intellectual Property arrangements in this clause 4 must take into account maximising the return of benefits to Australia. Each Party who owns Project Intellectual Property grants to each other Party a non-exclusive, irrevocable, perpetual, royalty free licence to use the Project Intellectual Property for the purpose of the Project. Subject to requirements to protect potentially commercially valuable Project Intellectual Property and the terms of this Agreement, each Party grants to each other Party a non-exclusive, perpetual, royalty free licence to use the Project Intellectual Property they own for: research, education and training purposes; and publication purposes (subject to clause 5) but not for commercialisation. If a Party wishes to sub-license their rights to Project Intellectual Property under this clause 4.6, the Party will notify and obtain prior written consent from each owner of the relevant Project Intellectual Property, which consent must not be unreasonably withheld.

Intellectual Property and Confidential Information. The Parties agree that the ownership of Background Intellectual Property and Background Material is not affected by this agreement and that all Background Intellectual Property remains the property of or controlled by the Party that makes it available for the purpose of carrying out the Project. During the Project a party may transfer Background Material to another party for use in undertaking the Project, but for no other purpose. Each Party grants to each other a royalty-free, non-exclusive, non-transferable licence to use its Background Intellectual Property to the extent necessary to carry out the Project but for no other purpose. No representations or warranties are made or given in relation to Background Intellectual Property, however each Party making available Background Intellectual Property acknowledges that to the best of its knowledge, as at the date of signing this agreement without the need to make additional enquiries, conduct searches or seek a legal opinion, such Background Intellectual Property when used in accordance with this agreement will not infringe any third party Intellectual Property rights. The Parties agree that all rights, title and interest in the Project Intellectual Property will be owned solely by the Party, or jointly by the Parties that created it or contributed to its development or creation and, in the case of jointly owned Project Intellectual Property, the relevant Parties will own the Project Intellectual Property as tenants in common in shares proportionate to their respective intellectual contributions to the development or creation of that Intellectual Property. Each Party’s share of Project Intellectual Property will be dealt with in accordance with the relevant Party’s own Intellectual Property policies, regulations and procedures. The Parties acknowledge that the Intellectual Property arrangements in this clause 4 must take into account maximising the return of benefits to Australia. Each Party who owns Project Intellectual Property grants to each other Party a non-exclusive, irrevocable, perpetual, royalty free licence to use the Project Intellectual Property for the purpose of the Project. Subject to requirements to protect potentially commercially valuable Project Intellectual Property and the terms of this Agreement, each Party grants to each other Party a non-exclusive, perpetual, royalty free licence to use the Project Intellectual Property they own for: research, education and training purposes; and publication purposes (subject to clause 5) but not for commercialisation. If a Party wishes to sub-license their rights to Project Intellectual Property under this clause 4.6, the Party will notify and obtain prior written consent from each owner of the relevant Project Intellectual Property, which consent must not be unreasonably withheld.

Intellectual Property and Confidential Information. The Parties agree that the ownership of Background Intellectual Property and Background Material is not affected by this agreement and that all Background Intellectual Property remains the property of or controlled by the Party that makes it available for the purpose of carrying out the Project. During Subject to clause 5.3 any Project IP will be owned by the originating Party (Project a party may transfer Background Material IP). Where Project IP is jointly developed by two or more Parties (Joint Project IP) it will be jointly owned by those Parties as tenant-in-common in shares proportional to another party for use in undertaking their respective contributions to its development, and the ProjectParties agree the dominant inventive contributing Party (unless otherwise agreed): will coordinate the management and protection (where appropriate) of any Joint Project IP; must not encumber, but for no assign or attempt to encumber or assign any Joint Project IP without the prior written consent of all other purpose. joint owner Parties, as applicable; and Each Party grants to each other a royalty-free, non-exclusive, non-transferable licence to will use its Background Intellectual Property reasonable efforts to the extent necessary to carry out the Project but for no other purpose. No representations obtain from its respective employees and students under their supervision, any waivers or warranties are made or given consents in relation to Background Intellectual Property, however each Party making available Background their Moral Rights that may be reasonably necessary for: any Research Project; any licences; and/or the commercialisation of Network IP or Joint Network IP. The administration and management of the Project Intellectual Property acknowledges that to will comply with the best National Principles of its knowledge, as at the date of signing this agreement without the need to make additional enquiries, conduct searches or seek a legal opinion, such Background Intellectual Property when used in accordance Management for Publicly Funded Research and/or any successor document. All Collaborating Organisations acknowledge and agree that they are familiar with this agreement will not infringe any third party the current Intellectual Property rightsand patent landscape for the research areas included in the Proposal. The Parties agree that all rights, title and interest copyright in the Project Intellectual Property a Student’s thesis will be owned solely by the Party, or jointly by Student but the Party where the Student is enrolled will ensure that the Student enters into written arrangements which are consistent with the terms of clause 5 of this agreement before the Student commences any research activities on the Project. All Parties that created it or contributed are committed to its development or creation and, in appropriate recognition of contributions to invention and exploitation of Intellectual Property for the case benefit of jointly owned the Australian community. In relation to the commercialisation of Project Intellectual Property, the Parties who own Project Intellectual Property (as determined in accordance with clause 5.3) will negotiate in good faith and using all best endeavours to agree the terms of any program of commercialisation so as to fairly share in any commercial return associated with the Project and the Project Intellectual Property. The relevant Parties will own must enter into an agreement prior to the exploitation of the Project Intellectual Property as tenants that includes an agreed share of any net commercialisation returns (such share to be negotiated in common in shares proportionate to their respective intellectual contributions good faith). Each Party acknowledges that all Confidential Information disclosed by one Party to the development other, whether existing prior to the commencement of the Project or creation created in the course of that Intellectual Propertythe Project, is confidential and shall be kept confidential and shall not be disclosed to any third party without the prior written consent of the Disclosing Party. Each Party’s share Notwithstanding clause 5.9, a Party may disclose Confidential Information of the other Parties: as authorised or required by law; to its officers, employees and students who have a need to know for the purpose of undertaking the Project Intellectual Property will be dealt with and/or using the Project IP in accordance with this Agreement, where those officers, employees and students have been directed to keep the relevant Confidential Information confidential and are lawfully bound by obligations no less onerous than those set out in clause 5.9; to its professional advisors; or with the written consent of the Disclosing Party’s own Intellectual Property policies, regulations . The obligations in clause 5.9 and procedures5.10 survive for three years following the completion of the Project. The Parties acknowledge that the Intellectual Property arrangements in this clause 4 must take into account maximising the return obligations of benefits to Australia. Each Party who owns Project Intellectual Property grants to each other Party under their respective statutes to deposit in the library a non-exclusive, irrevocable, perpetual, royalty free licence copy of a Student’s completed thesis or work submitted for a higher degree. Nothing in this agreement affects the operation of those statutes or creates any obligations contrary to use the Project Intellectual Property for the purpose of the Project. Subject to requirements to protect potentially commercially valuable Project Intellectual Property and the terms of this Agreement, each Party grants to each other Party a non-exclusive, perpetual, royalty free licence to use the Project Intellectual Property they own for: research, education and training purposes; and publication purposes (subject to clause 5) but not for commercialisation. If a Party wishes to sub-license their rights to Project Intellectual Property under this clause 4.6, the Party will notify and obtain prior written consent from each owner of the relevant Project Intellectual Property, which consent must not be unreasonably withheldthose statutes.

Intellectual Property and Confidential Information. The Parties agree that the ownership of Background Intellectual Property and Background Material is not affected by this agreement and that all Background Intellectual Property remains the property of or controlled by the Party that makes it available for the purpose of carrying out the Project. During the Project a party may transfer Background Material to another party for use in undertaking the Project, but for no other purpose. Each Party grants to each other a royalty-free, non-exclusive, non-transferable licence to use its Background Intellectual Property to the extent necessary to carry out the Project but for no other purpose. No representations or warranties are made or given in relation to Background Intellectual Property, however each Party making available Background Intellectual Property acknowledges that to the best of its knowledge, as at the date of signing this agreement without the need to make additional enquiries, conduct searches or seek a legal opinion, such Background Intellectual Property when used in accordance with this agreement will not infringe any third party Intellectual Property rights. The Parties agree that all rights, title and interest in the Project Intellectual Property will be owned solely by the Party, or jointly by the Parties that created it or contributed to its development or creation and, in the case of jointly owned Project Intellectual Property, the relevant Parties will own the Project Intellectual Property as tenants in common in shares proportionate to their respective intellectual contributions to the development or creation of that Intellectual Property. Each Party’s share of Project Intellectual Property will be dealt with in accordance with the relevant Party’s own Intellectual Property policies, regulations and procedures. The Parties acknowledge that the Intellectual Property arrangements in this clause 4 4. must take into account maximising the return of benefits to Australia. Each Party who owns Project Intellectual Property grants to each other Party a non-exclusive, irrevocable, perpetual, royalty free licence to use the Project Intellectual Property for the purpose of the Project. Subject to requirements to protect potentially commercially valuable Project Intellectual Property and the terms of this Agreement, each Party grants to each other Party a non-exclusive, perpetual, royalty free licence to use the Project Intellectual Property they own for: research, education and training purposes; and publication purposes (subject to clause 5) but not for commercialisation. If a Party wishes to sub-license their rights to Project Intellectual Property under this clause 4.6., the Party will notify and obtain prior written consent from each owner of the relevant Project Intellectual Property, which consent must not be unreasonably withheld.

Intellectual Property and Confidential Information. The Parties agree that the ownership of Background Intellectual Property and Background Material is not affected by this agreement and that all Background Intellectual Property remains the property of or controlled by the Party that makes it available for the purpose of carrying out the Project. During the Project a party may transfer Background Material to another party for use in undertaking the Project, but for no other purpose. Each Party grants to each other a royalty-free, non-exclusive, non-transferable licence to use its Background Intellectual Property to the extent necessary to carry out the Project but for no other purpose. No representations or warranties are made or given in relation to Background Intellectual Property, however each Party making available Background Intellectual Property acknowledges that to the best of its knowledge, as at the date of signing this agreement without the need to make additional enquiries, conduct searches or seek a legal opinion, such Background Intellectual Property when used in accordance with this agreement will not infringe any third party Intellectual Property rights. The Parties agree that all rights, title and interest in the Project Intellectual Property will be owned solely by the Party, or jointly by the Parties that created it or contributed to its development or creation and, in the case of jointly owned Project Intellectual Property, the relevant Parties will own the Project Intellectual Property as tenants in common in shares proportionate to their respective intellectual contributions to the development or creation of that Intellectual Property. Each Party’s share of Project Intellectual Property will be dealt with in accordance with the relevant Party’s own Intellectual Property policies, regulations and procedures. The Parties acknowledge that the Intellectual Property arrangements in this clause 4 must take into account maximising the return of benefits to Australia. Each Party who owns Project Intellectual Property grants to each other Party a non-exclusive, irrevocable, perpetual, royalty free licence to use the Project Intellectual Property for the purpose of the Project. Subject to requirements to protect potentially commercially valuable Project Intellectual Property and the terms of this Agreement, each Party grants to each other Party a non-exclusive, perpetual, royalty free licence to use the Project Intellectual Property they own for: research, education and training purposes; and publication purposes (subject to clause 5) but not for commercialisation. If a Party wishes to sub-license their rights to Project Intellectual Property under this clause 4.6, the Party will notify and obtain prior written consent from each owner of the relevant Project Intellectual Property, which consent must not be unreasonably withheld. Each Collaborating Organisation acknowledges that the Administering Organisation may enter into separate agreements with other parties named in the Application as Participating Organisations, and consents to the extension of the licences granted in clauses 4.2, 4.5 and 4.6 to those Participating Organisations. Each Collaborating Organisation grants or will procure the grant of a perpetual irrevocable, free, world-wide, non-exclusive licence (including the right to sub-licence) to the Administering Organisation to licence, use, reproduce, communicate, modify, publish and adapt any Material the Collaborating Organisation/s own or produced under this Agreement and incorporated into the Application or any report provided by the Administering Organisation to the ARC under the Grant Agreement to the extent required to satisfy clause 18.2 of the Grant Agreement but for no other purpose. The administration and management of the Project Intellectual Property will comply with the National Principles of Intellectual Property Management for Publicly Funded Research and/or any successor document. All Parties acknowledge and agree that they are familiar with the current Intellectual Property and patent landscape for the research areas included in the Application. The Parties agree that copyright in a Student’s thesis will be owned by the Student but the Party where the Student is enrolled will ensure that the Student enters into written arrangements which are consistent with the terms of clause 4 of this agreement before the Student commences any research activities on the Project. All Parties are committed to appropriate recognition of contributions to invention and exploitation of Intellectual Property for the benefit of the Australian community. The Parties each agree to ensure that their respective staff working on the Project promptly provide to the Administering Organisation written notice (within a reasonable time) of any Project Intellectual Property that may have potential commercial value if and when such staff become aware of such Project Intellectual Property. The Parties who own Project Intellectual Property (as determined in accordance with clause 4.4) shall decide jointly what, if any, measures should be taken to protect the identified Project Intellectual Property. In relation to the commercialisation of Project Intellectual Property, the Parties who own Project Intellectual Property (as determined in accordance with clause 4.4) will negotiate in good faith and using all best endeavours to agree the terms of any program of commercialisation so as to fairly share in any commercial return associated with the Project and the Project Intellectual Property. The relevant Parties must enter into an agreement prior to the exploitation of the Project Intellectual Property that includes an agreed share of any net commercialisation returns (such share to be negotiated in good faith). Each Party acknowledges that all Confidential Information disclosed by one Party to another, whether existing prior to the Project Start Date or created in the course of the Project, is confidential, shall be kept confidential and shall not be disclosed by the Receiving Party to any third party without the prior written consent of the Disclosing Party, except where disclosure is required by law, such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, each Party may disclose Confidential Information received by it under this agreement to its officers, employees and Students who have a need to know such Confidential Information for the purposes of the Project provided that such officers, employees and Students agree to treat such Confidential Information in accordance with this clause 4.14. Notwithstanding clause 4.14, the Administering Organisation may, after notifying the Disclosing Party, disclose Confidential Information to the ARC, if required by the ARC under the terms of the Grant Agreement and each Collaborating Organisation acknowledges that the ARC may use and disclose the Confidential Information in accordance with clause 32.3 of the Grant Agreement. The Parties acknowledge that any Party which has a Student involved on the Project, may have obligations under its respective statutes to deposit in the library a copy of a Student’s completed thesis or work submitted for a higher degree. Nothing in this agreement affects the operation of those statutes or creates any obligations contrary to those statutes. Subject to clause 4.4, Material created during the Project (Project Material) will be owned by the Party that created it or contributed to its development or creation. Subject to clause 4.6, each Party grants to each other access to the Project Material to the extent necessary to use for the purpose of the Project but for no other purpose.