Common use of Consultancy Clause in Contracts

Consultancy. All references to “the Contractor” are replaced by “Consultant” and all references to “Price” are replaced by “Fees” in the Agreement. The Services must be performed personally by the Named Persons. The Principal may give reasonable instructions to the Consultant about the performance of the Services and the Consultant must comply with those instructions, including provision of additional reports, attendance at meetings and the making of presentations. The Consultant must effect and maintain professional indemnity insurance during the Agreement at the minimum level of cover required in the ordinary course of the Consultant’s business and such cover must continue for three years after the expiry of the Agreement. Clause 13 of Attachment 2 is deleted and replaced with: Nothing in this Agreement affects the ownership of Intellectual Property Rights created before the Commencement Date. All Intellectual Property Rights in all Goods and Services including all deliverables, works, materials or other forms of intellectual property provided, created or modified as a result of the Services (“Deliverables”) are vested in the Principal and the Crown in right of the State of South Australia. The Contractor must do anything necessary to vest all Intellectual Property Rights in the Deliverables, and any reports and other materials in the Principal. The Contractor warrants that the use of the Deliverables by the Principal will not infringe the Intellectual Property Rights of any third party. The Principal does not own the Contractor’s Background IP but the Contractor grants the Principal and the Crown in right of the State of South Australia a perpetual, irrevocable, royalty free, fee free licence to use, copy, modify and adapt the Contractor’s Background IP when incorporated in, or necessary for use of, the Deliverables to the extent necessary for the purposes of government operations or public administration. The Principal grants to the Contractor the right to access and use the Deliverables solely for the purpose of providing the Services to the Principal. Each party grants the other only the licences and rights specified. No other licenses or rights (including licences or rights under patents) are granted.