Guidance Note for clause. 10(a): This clause limits the amount of financial exposure each party faces in the event a lawsuit is filed or a claim is made by the other party. The parties can agree to cap the total amount they may be liable to pay to the other party for loss suffered in relation to this Agreement. This cap should be set out in item 13 of the Details Schedule. Limitation of liability
Guidance Note for clause. 12(a): The purpose of this clause is to clarify that publishing Project IP in accordance with this clause is not Commercialising the Project IP. Notwithstanding any other obligation in this Agreement, the parties are permitted to publish the Project IP (including any Pre-existing IPR or Third Party IPR incorporated into the Project IP) in accordance with this clause 12.
Guidance Note for clause. 11.1: This clause sets out the general representations and warranties that the parties make to each other with respect to entering into the Agreement.
Guidance Note for clause. 16.1: This clause manages the use of a party's name and trade marks by the other, requiring consent to be obtained. This may be relevant as part of the Licensee Commercialising the Licensed IPR (if the Licensor's name will appear on Products). It may also be relevant if the Licensor wishes to disclose that it has entered into licensing arrangements with the Licensee. In some cases Products will be required to be endorsed with registration numbers for the Licensed IPR, as set out in clause 16.3.
Guidance Note for clause. 2.1(c): If there are significant Registrations or Registration Applications these need to be identified in section 1 of Schedule 2. This clause allows the parties to agree consequences if these Registrations or Registration Applications are not granted, expire or cease to be in force. The parties should seek further commercial advice on the appropriate consequences. See also guidance in the Details Schedule, Schedule 3 and Schedule 4 (as applicable).
Guidance Note for clause. 10.1: This clause requires a party that becomes aware of one of the relevant circumstances to promptly notify the other party. Each of these circumstances relates to third party actions that potentially infringe the Licensed IPR, or challenge the Licensor or Licensee's rights to the Licensed IPR.
Guidance Note for clause. 19.3: The purpose of this clause is to make clear that this Agreement is the entire agreement between the parties with respect to the Licence to the Licensed IPR.
Guidance Note for clause. 19.1: This clause clarifies that this Agreement does not create an employment relationship, agency, joint venture or partnership between the parties.
Guidance Note for clause. 14(a): This clause restricts further disclosure of Confidential Information and requires that any use of the Confidential Information be only for the purpose of performing this Agreement. Exceptions (where disclosure or other uses are permitted) are set out in the remainder of clause 14.
Guidance Note for clause. 19.4: Despite the requirement for changes to be agreed and in writing, if the parties or their Personnel verbally agree changes or act as if the Agreement has been varied, this can become legally binding on them. The parties need to manage their conduct to ensure it is consistent with the agreed terms. This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter. It sets out the only representations and warranties relied on by the parties when entering into this Agreement.
