Guidance Note for clause. 13: Each party is required to maintain for the duration of the Agreement and 7 years following expiration or termination, the types of insurance, and for the values, specified in item 9 of the Details Schedule. Refer to the HERC IP Framework Practical Guide for further guidance.

Guidance Note for clause. 5: Where the Licensee is granted a Commercialisation right, it is important that the Licensee exercises this right in a way that maximises the Fees and promotes the Products incorporating the Licensed IPR. The specific performance measures relevant to the transaction can be agreed by the parties in Schedule 4. These measures should reflect the intentions of the parties, including recognising that this template is granting exclusive rights. See further the guidance in Schedule 4.

Guidance Note for clause. 10: This clause is tailored to the 'exclusive' nature of the Licence being granted. It can be further amended by the parties in Schedule 2 or in the IP Management Plan if the parties agree to different arrangements.

Examples of Guidance Note for clause in a sentence

Guidance Note for clause 5.3: Performance Criteria are intended to be clear, measurable achievements.
Guidance Note for clause 6.1: The nature of the records required to be kept will depend in part on how the Fees are set.
Guidance Note for clause 11(a): A party may go to court and urgently seek an order injunctive or interim relief (for example, to prevent disclosure or use of Confidential Information), including prior to following the Dispute process.
Guidance Note for clause 17.5: The ADC Guidance for Commercial Mediation is available on the ADC website at: xxxxx://xxxxxxxxxxxxxx.xxx.xx/xxx- guidelines/.
Guidance Note for clause 8.5: As set out above, any Materials provided by the Licensee are for information and assistance purposes.

More Definitions of Guidance Note for clause

Guidance Note for clause. 10: This clause is tailored to the 'non-exclusive' nature of the Licence being granted. It can be further amended by the Parties in Schedule 2 if they agree to different arrangements.

Guidance Note for clause. 3: While intended only for exclusive Commercialisation, the template allows flexibility for the parties to agree the details of Licences being granted within item 5 of the Details Schedule. The scope of the licence should still be consistent with this clause 3, which sets the minimum requirements for Licences. Any right for the Licensor to keep using the Licensed IPR in the Field or Territory, grant additional licences, or publish unpublished Licensed IPR must be identified in item 5 of the Details Schedule. These rights need to be structured as a sublicence back from the Licensee, so that the nature of the 'exclusive' licence is preserved. Further guidance is provided in the Details Schedule for each item.

Guidance Note for clause. 10: This clause provides that the Assignor does not make any promises in respect of the usefulness of the Property. The Assignee takes the Property as it is and must satisfy itself and conduct its own enquiries of the Property's value and usefulness.

Guidance Note for clause. 12: An indemnity is a promise by one party to defend and compensate the other party with respect to loss or damage suffered by the other party for a specified event. This clause provides for an indemnity from: - the Licensee to the Licensor for third party claims etc arising out of the exercise by the Licensee of its rights or breach of its obligations under the Agreement - including in the process of Commercialising the IPR. This is because the Licensee is responsible for ensuring that it appropriately conducts the Commercialisation; and - the Licensor in favour of the Licensee for third party claims etc arising out of breach by the Licensor of the Agreement. This would include if the Licensee was liable because the Licensed IPR infringed the third party's IPR - provided the Licensor was responsible for this. There are a number of limitations on the Licensor's liability under the Agreement and the Licensor is not liable unless it has also breached the Agreement. However, if both parties consider that the indemnity is not appropriate for their particular transaction, the parties can agree not to require an indemnity, or to an alternative approach, and amend this clause. Liability is reduced to the extent of the other party's negligence or breach (under clause 12.2). Clause

Guidance Note for clause. 2: All variations to the Agreement must be specified in item 8.

Guidance Note for clause. 3: While intended for non- exclusive Commercialisation, the template allows flexibility for the parties to agree the details of Licences being granted within item 5 of the Details Schedule. The scope of the licence should still be consistent with this clause 3, which sets the minimum requirements for Licences. Note the Licensor retains the right to publish unpublished Licensed IPR unless this is expressly restricted in the Details Schedule. To the extent that such Licensed IPR is regarded as confidential of the Licensor it should also be identified as the Licensor's Confidential Information. Guidance Note for clause 3.3: This template provides a limited right for the Licensee to on-license (sublicence) its rights to third parties – as this is usually required in the case of Commercialisation. The parties can agree in the Details Schedule to either expand or limit the template permission to sublicence granted in clause 3.3, as appropriate to their transaction. Unless agreed otherwise in the Details Schedule, there is also an obligation on the Licensor to not unreasonably withhold approval for further requests by the Licensee to sublicence. The obligations on the Licensee in this clause to manage sublicences (see for example clause 3.3(c)) are essential to protecting the Licensor's interests in the Licensed IPR. There is a right for the Licensor to terminate this Agreement if the Licensee fails to comply with its obligations in clause 3.3.