Note to Drafters. Members of ASIFMA recognize the significance of cornerstone placement to Hong Kong IPOs and deem it useful to standardize the process and documentation of the cornerstone placement practice. This form agreement reflects a broad consensus on the terms of cornerstone investment agreement (the “CIA”) and certain process and due diligence matters with respect to cornerstone investments. This form CIA is intended for your reference and does not aim to cover all situations that may arise when you are preparing a cornerstone investment agreement. You are advised to make any appropriate changes based on specific deal circumstances. In particular, please review the drafting footnotes / alternative drafting provisions in this form CIA carefully. In addition, please keep in mind the following principles that ASIFMA members recommend concerning cornerstone practices:
Note to Drafters. ● REFERENCE MATERIALS: For additional clauses and commentary, see the e-book, “Curator’s Notes for the PRECUT ™ Nondisclosure Agreement,” available as a free download at the Web site listed in the page footer. ● CUSTOM ADDENDUM: Consider adapting one or more clauses in the Curator’s Notes as a starting point for a custom addendum. ● LICENSE: The PDF elec- tronic version of this contract form may be copied and distributed in its entirety; see also the Creative Commons “Attribution- NonCommercial-3.0 Unported” license for the Curator’s Notes. All other rights are reserved. ● CAUTION: This PRECUT contract form and the Curator’s Notes are made available AS IS, WITH ALL FAULTS, WITH NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED; they are not intended and are not to be relied on as a substitute for legal advice, and their use by a drafter or reviewer does not evidence or imply an attorney-client relationship. Precut™ NDA Provisions The provisions below and their para- graph numbering are from the e-book, “Curator’s Notes for the PRECUT™ Non- disclosure Agreement,” available for free at xxx.xxxxxx.xxx. See also the NOTE TO DRAFTERS on this Agreement’s cover page. EXCEPT TO THE EXTENT, IF ANY, EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT:
Note to Drafters. Confirm the clause numbers in the Contract you are using, and change the number here if necessary.
Note to Drafters. Part 1 of this Annexure includes a template IP deed to be entered into with Key Subcontractors if required by clause 52.1. Part 2 of this Annexure includes a template IP deed to be entered into with a third party who is contributing Background IP if required by clause 52.2.
Note to Drafters. All necessary approvals under the Lands Acquisition Act 1989 (Cth) (LAA) to enter into this Licence must be obtained before the Licence and the Contract are signed. Failure to obtain the necessary LAA approvals before the Licence and the Contract are signed will breach the LAA. Defence does not hold the delegation to give approvals under the LAA. Property Leasing and Acquisitions, Property Services Branch, Infrastructure Division, Defence Support Group is required to liaise with the Department of Finance and Deregulation to ensure the necessary approvals are in place before Licence and Contract signature and only a manager from this area is authorised to sign the Licence on behalf of Defence. THE PARTIES AGREE AS FOLLOWS TABLE OF CONTENTS 1. DEFINITIONS 4 2. GRANT OF LICENCE 4 2.1. Grant 4 2.2. Term 4 2.3. Licensed Fittings and Contractor’s own supplies 5 2.4. Shared Facilities 5 2.5. Damage and Obstruction 5 2.6. Commonwealth and Commonwealth Contractor Access 6
Note to Drafters. Check and insert the clause number, from the Contract that obliges the Commonwealth to grant
Note to Drafters. The purpose of the Licence is to provide the Contractor with non-exclusive rights to access Defence's premises. Defence does not intend to provide the Contractor with a lease. Therefore, the above clause must remain unchanged in order to reflect Defence's intentions in granting the Contractor access to Defence's premises.
Note to Drafters. If the Contract includes a clause that contemplates extension of the Contract, insert that clause number.
Note to Drafters. Clause 10.7 is the Commonwealth access clause in the ASDEFCON (Support) and (Strategic Materiel) templates. Confirm the clause number in the Contract you are using, and change the number here if necessary.
