Common use of Ownership of Project Outputs Clause in Contracts

Ownership of Project Outputs. (a) Ownership of all right, title and interest in the Project Outputs (including Project IP created by a Student in accordance with clause 9.11) vests on and from creation in: (i) the parties specified in Item 12 of Schedule 1; or (ii) if ownership of Project Outputs is not specified in Item 12 of Schedule 1, the Parties as tenants in common in equal shares. (b) The Parties acknowledge that: (i) the owner/s of Project Outputs and the holder/s of a Beneficial Interest in a share of the Net Commercialisation Income from those Project Outputs may not be the same; (ii) the two concepts described in clause 9.3(b)(i) are dealt with separately under this Contract; (iii) other entities may own the Project Outputs in recognition of their contribution to the Project, but only if the Parties have agreed in writing and those entities are listed in Item 12 of Schedule 1 as being an owner of Project Outputs; (iv) if the Parties or any other entity are listed in Item 12 of Schedule 1 as being an owner of the Project Outputs in shares, those shares relate to the Parties’ respective Beneficial Interest in relation to the Project Outputs. (c) The Research Organisation warrants that to the best of its knowledge, having made reasonable enquiries: (i) no person other than the Owning Parties and any third parties specified in Item 12 of Schedule 1 owns or will own a share of the Project Outputs; and (ii) use by the Owning Parties of the Project Outputs created by the Research Organisation will not infringe the rights of any third party, or breach any obligation of confidence owed to a third party. In respect of any third party patent rights, the warranty under this clause 9.3(c) is given only as at the date of the Contract and GRDC acknowledges that reasonable enquiries do not extend to public prior art searches. The Research Organisation will notify GRDC as soon as practicable after becoming aware of any third party patent rights that may be infringed by the Owning Parties' use of the Project Outputs. (d) Whilst it is recognised that the ownership of Project Outputs may be changed during the course of the Project, such an agreed change will only be effective if it is the subject of a formal variation to this Contract in accordance with clause 21.6. (e) Each Party irrevocably: (i) assigns such of its right, title and interest in any existing and future Project Outputs as is necessary to comply with this clause 9.3; and (ii) undertakes to execute any documents and do any things that are necessary to give effect to that assignment.

Ownership of Project Outputs. (a) Ownership of all right, title and interest in the Project Outputs (including Project IP created by a Student in accordance with clause 9.11) vests on and from creation in: (i) the parties and in the shares specified in Item 12 13 of Schedule 1; or (ii) if ownership of Project Outputs is not specified in Item 12 13 of Schedule 1, the Parties as tenants in common in equal shares. (b) The Parties acknowledge that: (i) the owner/s of Project Outputs and the holder/s of a Beneficial Interest in a share of the Net Commercialisation Income from those Project Outputs may not be the same; (ii) the two concepts described in clause 9.3(b)(i) are dealt with separately under this Contract; (iii) other entities may own the Project Outputs in recognition of their contribution to the Project, but only if the Parties have agreed in writing and those entities are listed in Item 12 13 of Schedule 1 as being an owner of Project Outputs; (iv) if the Parties or any other entity are listed in Item 12 13 of Schedule 1 as being an owner of the Project Outputs in shares, those shares relate to the Parties’ respective Beneficial Interest in relation to the Project Outputs. (c) The Each Research Organisation warrants that to the best of its knowledge, having made reasonable enquiries: (i) no person other than the Owning Parties and any third parties specified in Item 12 13 of Schedule 1 owns or will own a share of the Project OutputsOutputs created by it; and (ii) use by the Owning Parties of the Project Outputs created by the Research Organisation will not infringe the rights of any third party, or breach any obligation of confidence owed to a third party. In respect of any third party patent rights, the warranty under this clause 9.3(c) is given only as at the date of the Contract and GRDC acknowledges that reasonable enquiries do not extend to public prior art searches. The Each Research Organisation will notify GRDC as soon as practicable after becoming aware of any third party patent rights that may be infringed by the Owning Parties' use of the Project Outputs. (d) Whilst it is recognised that the ownership of Project Outputs may be changed during the course of the Project, such an agreed change will only be effective if it is the subject of a formal variation to this Contract in accordance with clause 21.6. (e) Each Party irrevocably: (i) assigns such of its right, title and interest in any existing and future Project Outputs as is necessary to comply with this clause 9.3; and (ii) undertakes to execute any documents and do any things that are necessary to give effect to that assignment.

Ownership of Project Outputs. (a) Ownership of all right, title and interest in the Project Outputs (including Project IP created by a Student in accordance with clause 9.11) vests on and from creation in: (i) : the parties specified in Item 12 of Schedule 1; or (ii) or if ownership of Project Outputs is not specified in Item 12 of Schedule 1, the Parties as tenants in common in equal shares. (b) . The Parties acknowledge that: (i) : the owner/s of Project Outputs and the holder/s of a Beneficial Interest in a share of the Net Commercialisation Income from those Project Outputs may not be the same; (ii) ; the two concepts described in clause 9.3(b)(i) are dealt with separately under this Contract; (iii) ; other entities may own the Project Outputs in recognition of their contribution to the Project, but only if the Parties have agreed in writing and those entities are listed in Item 12 of Schedule 1 as being an owner of Project Outputs; (iv) ; if the Parties or any other entity are listed in Item 12 of Schedule 1 as being an owner of the Project Outputs in shares, those shares relate to the Parties’ respective Beneficial Interest in relation to the Project Outputs. (c) . The Research Organisation warrants that to the best of its knowledge, having made reasonable enquiries: (i) : no person other than the Owning Parties and any third parties specified in Item 12 of Schedule 1 owns or will own a share of the Project Outputs; and (ii) and use by the Owning Parties of the Project Outputs created by the Research Organisation will not infringe the rights of any third party, or breach any obligation of confidence owed to a third party. In respect of any third party patent rights, the warranty under this clause 9.3(c) is given only as at the date of the Contract and GRDC acknowledges that reasonable enquiries do not extend to public prior art searches. The Research Organisation will notify GRDC as soon as practicable after becoming aware of any third party patent rights that may be infringed by the Owning Parties' use of the Project Outputs. (d) . Whilst it is recognised that the ownership of Project Outputs may be changed during the course of the Project, such an agreed change will only be effective if it is the subject of a formal variation to this Contract in accordance with clause 21.6. (e) . Each Party irrevocably: (i) : assigns such of its right, title and interest in any existing and future Project Outputs as is necessary to comply with this clause 9.3; and (ii) and undertakes to execute any documents and do any things that are necessary to give effect to that assignment. Without limiting its other obligations under this Contract, the Research Organisation must notify GRDC in writing of any Discovery in connection with the Project within 28 days of first becoming aware of the Discovery. If an Owning Party considers that it would be appropriate to seek registration of any Project Outputs (including Discoveries), it must notify the other Owning Party (if any) of the details of a proposed registration strategy including details of: the type of registration; the countries in which registration is to be sought; and the anticipated costs and benefits of the registration. The Owning Parties must after receipt of a notice under clause 9.4(a) or 9.4(b) in good faith seek to agree in writing (as applicable) appropriate arrangements for protection (including registration) for the Project Outputs. The Owning Parties must protect the Project Outputs in accordance with any written agreement reached under clause 9.4(c). Subject to any alternative agreement between the Owning Parties, costs of protection of Project IP will be borne by the Owning Parties in proportion to their share of ownership. If: an Owning Party wishes to register Project IP but the other Owning Party (if any) is unable to agree on registration under clause 9.4(c) within 2 months of an Owning Party proposing in writing that it be registered; or having agreed to commence registration, the Owning Parties are unable to agree on continuation or maintenance of the registration, by 3 months before the deadline for continuation or maintenance of registration, then: an Owning Party (Continuing Party) may at its own cost arrange registration or maintenance; the Continuing Party may require that the other Owning Party (Withdrawing Party) promptly assign its share of that Project IP in the relevant country to the Continuing Party and take all steps reasonably required to transfer its share of that Project IP to the Continuing Party; despite anything to the contrary in this Contract, the Withdrawing Party: waives any rights in relation to that Project IP in that country other than the licence-back in clause 9.4(e)(vi); and forfeits its Beneficial Interest in respect of any Commercialisation in that country; and the Continuing Party must grant back to the Withdrawing Party a perpetual, non-exclusive royalty-free licence to use the assigned Project IP for education, research and other non-commercial purposes, but only to the extent that the use does not prejudice the future registration or Commercialisation of any Project Outputs.