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AAMRI

TEMPLATE COLLABORATION AGREEMENT

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Collaboration Agreement

[Collaborating Party 1]




Contents page

1. Definitions and Interpretation1.1 Definitions1.2 Rules for interpreting this document

2. Term

3. Background IP3.1 Licence to use Background IP3.2 Property in the Background IP3.3 Improvements [Note: Include this clause if Improvements are to constitute

Background IP.]3.4 Contributing Party Warranties3.5 Infringement of the Background IP3.6 Enabling licence

4. The Research4.1 The parties to collaborate in the Research Project4.2 Research Results4.3 Resources and personnel4.4 Research premises4.5 Conduct of Research Project4.6 Project management4.7 Project Committee4.8 Project Committee to report4.9 Contents of reports4.10 Modification or Termination of Research Project4.11 Records and accounts4.12 Compliance with Funding Agreement [delete if research not funded by a funding

agreement]4.13 Privacy

5. Contributions to the Research Project5.1 Contributions5.2 Review of the Contribution5.3 GST

6. Project IP6.1 Ownership6.2 Commercialisation6.3 Protection of Intellectual Property6.4 Records and Audit

7. Indemnity and Insurance7.1 Insurance7.2 Liability7.3 Indemnity

8. Confidentiality and Publication8.1 Obligations of confidentiality8.2 Exceptions8.3 Authorised disclosure

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Contents page

8.4 Liability for breach by Recipient8.5 Publication8.6 Thesis publication8.7 Return or destruction of Confidential Information

9. Termination9.1 Termination9.2 Termination and variation in accordance with Funding Agreement [Note: delete if

there is no Funding Agreement]9.3 Consequences of termination9.4 Right of first refusal [Note: delete this clause if Option A is selected for clause 6.1

(ie, one party is the sole owner of Project IP)]

10. Dispute Resolution

11. Transfer of Material [Note: This clause is to be included if there is a transfer of any Material.]11.1 Provision of Material11.2 Safety11.3 Use of Material11.4 Warranty

12. Force Majeure

13. Notices

14. General14.1 Amendment14.2 Assignment14.3 Governing law14.4 Liability for expenses14.5 Giving effect to this Agreement14.6 Waiver of rights14.7 Operation of this Agreement14.8 Operation of indemnities14.9 Relationship between the parties14.10 Consents14.11 Counterparts14.12 No adverse construction

Schedule 1 – Contributed IP and Material 30

Schedule 2 – Research Project 31

Schedule 3 – Research Budget 32

Schedule 4 – Project Committee 33

Execution 34

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Collaboration Agreement

Parties

1. [Collaborating Party 1] of [insert address] (Party A)

2. [Collaborating Party 2] of [insert address] (Party B)

3. [Collaborating Party 3] of [insert address] (Party C)

4. [Collaborating Party 4] of [insert address] (Party D)

Introduction

The parties have agreed to provide Background IP and make Contributions, for the purposes of collaborating in the Research Project, on the terms and conditions set out in this Agreement.

Operative clauses

1. Definitions and Interpretation

1.1 Definitions

In this agreement:

Agreement means this Collaboration Agreement.

Background IP means, in respect of a party:

(a) the Contributed IP of that party;

[Note: Include the following paragraphs if Improvements are to constitute Background IP]

(b) [any Improvements made to that Contributed IP by that party arising out of the Research Project; and

(c) any Improvements made to that Contributed IP by the other [party/parties] to this Agreement at any time during or after the term of this Agreement.]

Business Day means a day that is not a Saturday, Sunday or public holiday in [Melbourne] [Note: Jurisdiction may be amended depending on location of the parties].

Commencement Date means [insert date or "the date that this Agreement is signed by all of the parties"].

Commercialisation in relation to Intellectual Property, means to manufacture, sell, hire or otherwise exploit a product or process, or to provide a service, incorporating that Intellectual Property, or to license or assign Intellectual Property to any third party to do any of those things.

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Commercialising Party means the party conducting Commercialisation pursuant to clause 6.2(a) [or 6.2(d)] [Note: Include where Option B in clause 6.2 is selected].

Confidential Information means:

(a) the terms of this Agreement and its subject matter;

(b) Information that at the time of disclosure by the Disclosing Party is identified to the Receiving Party as being confidential;

(c) [Information relating to or provided with any Materials transferred from one party to the other party[; and [Note: Include this definition if there is a transfer of any Material.]

(d) all other Information belonging or relating to the Disclosing Party that is not generally available to the public at the time of disclosure other than by reason of a breach of this Agreement or which the Receiving Party knows, or ought reasonably to be expected to know, is confidential to the Disclosing Party.

Contributed IP means all drawings, specifications, processes, techniques, samples, specimens, prototypes, designs, research and development results, test results, and other technical and scientific information (collectively, Works) and Intellectual Property which is made available for the Research Project by a party, either at the Commencement Date or during the Research Project Term including the Works and Intellectual Property identified in Part A of Schedule 1.

Contributing Party means a party that makes its Background IP available for the Research Project under the terms of this Agreement.

Contribution means the cash (if any), in-kind, funding (from any source), inventorship or other contributions including those contributions set out in the Research Budget.

Default Event means a party:

(a) is in material breach of any of its obligations under this Agreement and, if that breach is capable of remedy, does not rectify that breach within 90 days after receipt of a notice to remedy that breach;

(b) is unable to pay its debts as they fall due, makes or commences negotiations with a view to making a general re-scheduling of its indebtedness, a general assignment, scheme of arrangement or composition with its creditors;

(c) ceases to carry on business or disposes of the whole or a material part of its business other than to reconstruct or amalgamate while solvent on terms approved by the other [party/parties] (which approval will not be unreasonably withheld);

(d) takes any corporate action or any steps are taken or legal proceedings are started for:

(1) its winding-up, dissolution, liquidation, or re-organisation, other than to reconstruct or amalgamate while solvent on terms approved by the other [party/parties] (which approval will not be unreasonably withheld); or

(2) the appointment of a controller, receiver, administrator, official manager, trustee or similar officer of it or of any of its revenues and assets; or

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(e) seeks protection or is granted protection from its creditors, under any applicable legislation.

Disclosing Party means the party disclosing Confidential Information.

[Donor means a person from whom the Material was taken.] [Note: Include this definition if there is a transfer of any Material from human origin.]

[Ethics Approval means the approval of a human and/or animal research ethics committee.] [Note: Include this definition if there is a transfer of any Material from human/animal origin.]

Force Majeure means an act of God, strike, lockout or other interference with work, war (declared or undeclared), blockade, disturbance, lightning, fire, earthquake, storm, flood, explosion, governmental or quasi governmental restraint, expropriation, prohibition, intervention, direction or embargo, unavailability or delay in availability of equipment or transport, inability or delay in obtaining governmental or quasi governmental approvals, consents, permits, licenses, authorities or allocations, and any other cause, whether of the kind specifically enumerated above or otherwise which is not reasonably within the control of the party affected.

Funding Agreement means [include description of funding agreement]. [Note: delete if there is no funding agreement. If there are multiple funding agreements, then separate definitions for each funding agreement should be included along with further operative clauses.]

GST means the goods and services tax or similar value added tax levied or imposed in Australia pursuant to the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Improvements means an improvement, enhancement, development, modification or adaptation.

[Improving Party Improvement has the meaning given to that term in clause 3.3(a).] [Note: Include this definition if Improvements are to constitute Background IP]

Information means any information or data, whether oral, graphic, electronic, written or in any other form, including:

(a) forms, memoranda, letters, specifications, processes, procedures, statements, formulae, technology, inventions, trade secrets, research and development information, know how, product designs, plans, photographs, microfiche, business records, notes, accounting details or procedures, financial arrangements or information, sales and marketing information, names and details of customers, suppliers and agents, customer lists, employee details, reports, drawings, data and technical and functional specifications; and

(b) copies and extracts made of or from that information and data, whether translated from the original form, recompiled, partially copied, modified, updated or otherwise altered.

Intellectual Property includes all copyright and neighbouring rights (including rights in relation to phonograms and broadcasts), all rights in relation to inventions (including patent

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rights), plant varieties, registered and unregistered trade marks (including service marks), registered and unregistered designs, and circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields including as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967.

[Material includes chemicals, compounds, animals, plants, other eukaryotic organisms, bacteria or viruses, animal or plant tissue, cell lines or other cell matter, and any biological molecules (including DNA, RNA and protein and constructs involving these molecules) whether derived from a living organism (with or without modification), manufactured or otherwise generated, including the material described in Part B of Schedule 1.] [Note: Include this definition if there is a transfer of any Material.]

Milestones means the research tasks set out in the Research Project and the corresponding dates for completion of such research tasks.

Patent Costs means costs incurred with respect to obtaining and maintaining patent and other forms of Intellectual Property rights for Project IP including external patent attorney fees, reasonable costs of in-house patent attorneys, application, registration and maintenance fees and other reasonable in-house costs. Patent Costs does not include the costs of prosecuting or defending any litigation in relation to Project IP.

Privacy Laws mean Commonwealth, State and/or Territory legislation, principles, codes and guidelines in relation to the collection, use, storage, security or disclosure of any personal information and/or health information.

Project Committee has the meaning given to that term in clause 4.7.

Project IP means all data, research papers, test results, experiments, products and items giving rise to Intellectual Property rights arising out of the Research Project [Note: include the following words if Improvements to Background IP are to constitute Project IP] [including any Improvements of any Background IP made or developed by a party in the course of the Research Project but] excluding the Background IP.

Receiving Party means the party receiving Confidential Information.

Research means the research relating to the Research Project and includes, for the purposes of clause 7.2, anything to be done by a party in performance of this Agreement, such as obtaining and maintaining patent and other form of Intellectual property rights.

Research Budget means the budget set out in Schedule 3.

Research Project means the project of research and development work to be conducted by the parties in accordance with the outline in Schedule 2, subject to any variation or modification agreed by the parties in writing.

Research Project Term means the term of the Research Project as stated in Schedule 2, subject to any extension or renewal agreed by the parties in writing.

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Specified Acts means doing any of the following classes or types of acts or omissions in respect of any part of the Project IP [Note: Include the following words if Improvements are to constitute Background IP] [or Improving Party Improvement (as applicable)] (each Project Material):

(a) using, reproducing, communicating, modifying or adapting all or any part of the Project Material, with or without attribution of authorship;

(b) supplementing the Project Material with any other material; or

(c) using the Project Material in a different context to that originally envisaged,

but does not include false attribution of authorship.

1.2 Rules for interpreting this document

The following rules apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply:

(a) headings are for convenience only, and do not affect interpretation;

(b) a reference to:

(1) legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

(2) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(3) a party to this document or to any other document or agreement includes a permitted substitute or a permitted assign of that party;

(4) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(5) anything (including a right, obligation or concept) includes each part of it;

(c) a singular word includes the plural, and vice versa;

(d) a word which suggests one gender includes the other genders;

(e) if a word is defined, another part of speech has a corresponding meaning; and

(f) wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "(without being limited to)".

2. Term

This Agreement will be in force for the Research Project Term unless terminated under clause 9.

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3. Background IP

3.1 Licence to use Background IP

(a) Each party hereby makes its Background IP available to the other [party/parties] on a non-exclusive basis to be used solely for the Research Project.

(b) Each Contributing Party grants to the other [party/parties] a non-exclusive, non-transferable, royalty-free licence to use the Contributing Party's Background IP solely for the purpose of conducting the Research Project in accordance with this Agreement other than for Commercialisation.

3.2 Property in the Background IP

Each party acknowledges and agrees that Background IP of a Contributing Party shall at all times remain the property of that Contributing Party. [Note: Include the following sentence if Improvements are to constitute Background IP.] [For the avoidance of doubt, any Improvements to Contributed IP of a Contributing Party will also be the property of that Contributing Party notwithstanding which party made the Improvements to that Contributed IP.]

3.3 Improvements [Note: Include this clause if Improvements are to constitute Background IP.]

(a) Each party (Improving Party) acknowledges and agrees that if it, or anyone who it retains to perform any services in relation to the Research Project, makes any Improvement to the Contributing Party's Contributed IP, whether during or after the Research Project Term (each such Improvement an Improving Party Improvement), all right, title and interest (including Intellectual Property) in the Improving Party Improvement will be assigned to the Contributing Party, free from all encumbrances and without charge, effective on the date of creation of the Improving Party Improvement, without any further requirement.

(b) The Improving Party warrants to the Contributing Party that:

(1) it has the right to assign all right, title and interest (including Intellectual Property) in and to each Improving Party Improvement to the Contributing Party in accordance with clause 3.3(a), and to this end the Improving Party has ensured that, prior to such assignment becoming effective, any person who has any right, title or interest (including Intellectual Property) in or to that Improving Party Improvement has assigned such right, title or interest to the Improving Party;

(2) the performance by the Improving Party of its obligations under clause 3.3(a) will not cause it to be in breach of any agreement or understanding to which it is a party or is subject; and

(3) subject to any written disclosure by the Improving Party to the Contributing Party, given at any time during or after the Research Project Term, to the best of the Improving Party’s actual knowledge, the use of the Improving Party Improvement will not infringe the Intellectual Property of any third party.

(c) The Improving Party agrees to:

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(1) use its best endeavours to obtain from each author of the Improving Party Improvements a written consent to the Specified Acts (whether occurring before or after the consent is given) which extends to the performance of the Specified Acts in respect of the Improving Party Improvement by the Contributing Party or any person claiming under or through the Contributing Party; and

(2) upon request, provide the executed original of each such consent to the Contributing Party.

(d) If, despite its best endeavours, the Improving Party is unable to obtain a consent referred to in clause 3.3(c)(1) it must notify the Contributing Party as soon as the Improving Party becomes aware of that inability.

(e) The Improving Party warrants that the consent obtained pursuant to clause 3.3(c)(1) will be a genuine consent and will comply with the provisions of the Copyright Act 1968 (Cth), and in giving the consent the author of the Improving Party Improvement has not relied on any statement or representation made by the Improving Party or anyone acting on behalf of the Improving Party.]

3.4 Contributing Party Warranties

Each Contributing Party represents and warrants that:

(a) its Contributed IP is, [Note: Include the following words if Improvements are to constitute Background IP] [and to the best of its knowledge, any Improvements to that Contributed IP made available to the Research Project are,] unencumbered to the extent necessary to carry out the Research Project and Commercialisation of any Project IP;

(b) subject to any written disclosure by the Contributing Party before making its Background IP available, to the best of its actual knowledge at the time of making the Background IP available for the purpose of conducting the Research Project (without having conducted patent searches), the use of the Contributing Party's Background IP for the purpose of conducting the Research Project will not infringe the rights, including Intellectual Property, of any other person;

(c) it shall immediately notify the other [party/parties] if it becomes aware that its Background IP infringes the rights, including Intellectual Property, of any other person; and

(d) it will not assign, encumber or otherwise deal with, dispose of or Commercialise its Background IP in a manner which will adversely impact on the Research Project or Commercialisation of any Project IP, except with the prior written approval of the other [party/parties] (such approval not to be unreasonably withheld).

3.5 Infringement of the Background IP

Each party agrees to take all necessary steps to protect the Background IP of each other party and to give each other prompt notice of any infringement of the Background IP which comes to their attention. Each party agrees to give each other all assistance reasonably required to protect the Background IP. The party requiring the assistance shall meet any reasonable costs and expenses incurred by the party providing the assistance.

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3.6 Enabling licence

Where Commercialisation of the Project IP requires access to Background IP, the relevant party must grant a non-exclusive, irrevocable, world-wide, perpetual, royalty-free licence (including a right to sub-licence) to its Background IP to the Commercialising Party on reasonable commercial terms to be agreed, or in default of agreement, to be finally determined by an independent expert in accordance with clause 10.1(d).

4. The Research

4.1 The parties to collaborate in the Research Project

Each party will collaborate in conducting the Research during the Research Project Term in accordance with the Research Project.

4.2 Research Results

Each party will procure that all Research results which may give rise to Project IP are disclosed to the other [party/parties] through the management process set out in clause 4.6.

4.3 Resources and personnel

Each party will provide all necessary resources and personnel, to allow the Research to be conducted in an efficient, professional and workmanlike manner, in accordance with the Research Project. Supervising personnel will be those indicated in the Research Project and/or such other persons as nominated by each party and approved from time to time by the other [party/parties], which approval must not be unreasonably withheld.

4.4 Research premises

In carrying out the Research, each party will utilise its own premises in accordance with the Research Project. Each party will allow the other [party/parties] full access, to its premises, for the purpose of inspecting the progress of the Research, reviewing the resources being applied and generally ensuring compliance with the requirements of the Research Project, upon reasonable notice and subject to reasonable security requirements during usual business hours. Such persons may make tests and analyses of equipment and apparatus utilised in the Research and examine any books and records maintained in relation to the performance of the Research.

4.5 Conduct of Research Project

Each party must:

(a) use all reasonable endeavours to conduct the Research in accordance with this Agreement;

(b) use all reasonable endeavours to conduct the Research in an efficient, professional and businesslike manner; and

(c) ensure that the Research is conducted in compliance with all relevant statutory and other requirements.

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4.6 Project management

(a) Each party must:

(1) cooperate with the other [party/parties] in relation to fulfilment of the Research Project;

(2) procure its supervising personnel to participate in meetings of any applicable committee, as required; and

(3) cooperate with each other party in providing any information that party may require for the purposes of compiling any reports that are a requirement by any funding bodies that have contributed any funds to the Research Project.

(b) Pursuant to clause 4.6(a)(3), each party hereby grants to the other [party/parties] an irrevocable, royalty-free, world-wide, non-exclusive licence (including a right of sublicense) to use, reproduce, communicate, modify and adapt the contents of any report (including any copyright) as may be required by any funding bodies that have contributed any funds to the Research Project.

4.7 Project Committee

The parties must establish and maintain a committee to manage and monitor the progress of the Research Project (Project Committee) in accordance with the requirements set out in Schedule 4.

4.8 Project Committee to report

Unless otherwise agreed, the parties must procure the Project Committee to prepare and give to each party:

(a) within one month after the end of each calendar quarter during the Research Project Term, a report on the Research work performed during that quarter and any Research results arising from that work (Quarterly Report); and

(b) within one month after the end of the Research Project Term, a final report on all Research work performed during the Research Project Term and any Research results arising from that work (Final Report).

4.9 Contents of reports

(a) Unless otherwise agreed, each Quarterly Report of the Project Committee must include the following:

(1) any Milestones achieved;

(2) the resources applied by the parties during the relevant quarter;

(3) any material obstructions or delays in the Research;

(4) expenditures during the preceding quarter, and any proposed material variations to the Research Project for the following quarter;

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(5) any Research results arising during the quarter which may give rise to Project IP;

(6) any recommendations of the Project Committee in respect of the remainder of the Research including:

(A) continuing, varying or terminating any part of the Research;

(B) application for Intellectual Property protection; or

(C) proposed Commercialisation; and

(7) such other matters in relation to the Research Project or Project IP as may be reasonably requested from time to time by the parties.

(b) Unless otherwise agreed, the Final Report of the Project Committee must include the following:

(1) any Milestones achieved;

(2) the resources applied by the parties during the Research Project Term;

(3) any material obstructions in the Research;

(4) expenditures during the Research Project Term;

(5) any Research results which may give rise to Project IP;

(6) any recommendations of the Project Committee in respect of the Research including:

(A) application for Intellectual Property protection; or

(B) proposed Commercialisation; and

(7) such other matters in relation to the Research Project or Project IP as may be reasonably requested from time to time by the parties.

4.10 Modification or Termination of Research Project

If on the recommendation of the Project Committee, it appears that the Research in whole or part is not achieving its objectives or those objectives are not commercially viable, and the parties are unable to agree on any variation or modification of the Research Project, the Research Project may be terminated immediately by a party by written notice to the other [party/parties].

4.11 Records and accounts

Each party must keep complete records and accounts in respect of the Research carried out by that party. The records and accounts must be sufficient to enable a complete understanding of all Project IP and Contributions including expenditure by the party against the Research Budget made and all steps taken in the Research.

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4.12 Compliance with Funding Agreement [delete if research not funded by a funding agreement]

In carrying out the Research Project, the parties agree to comply with the Funding Agreement. In the event of an inconsistency between this Agreement and the conditions of the Funding Agreement, the conditions of the Funding Agreement will apply. [Note: To consider on a case by case basis depending on the terms of the Funding Agreement]

4.13 Privacy

Each party must with respect to its involvement in the Research Project and its performance of its obligations under this Agreement collect, use and disclose personal information and health information (as those terms are defined in applicable Privacy Laws) obtained during the course of its involvement in the Research Project and its performance of its obligations under this Agreement only for the purposes of the Research Project and in accordance with relevant applicable Privacy Laws.

5. Contributions to the Research Project

5.1 Contributions

Each party agrees to pay the cash component (if any) of its Contribution for the purpose of pursuing the Research Project, and to apply the in kind component of its Contribution, in accordance with the Research Budget.

5.2 Review of the Contribution

The Contribution may be reviewed at the end of each year of the Research Project Term and amended as agreed by the parties.

5.3 GST

(a) To the extent that any supply made under or in connection with this Agreement is a taxable supply (other than a supply which is a taxable supply under Division 84 of the GST Act), the recipient must pay, in addition to the consideration to be provided under this Agreement an amount (additional amount) equal to the amount of that consideration multiplied by the rate (currently 10%) at which GST is imposed in respect of the supply.

(b) The supplier must issue a tax invoice to the recipient of a supply to which clause 5.3(a) applies no later than the time at which it receives the GST inclusive consideration for that supply.

(c) Words used in this clause 5.3 which have a defined meaning in the GST Act have the same meaning in this Agreement.

6. Project IP

6.1 Ownership

(a) [insert one of the clauses below]

Option A Insert: Effect on other clauses:

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Where one party is the owner of Project IP.

Ownership of all Project IP shall be vested in [Party A/Party B/Party C/Party D] (Owning Party).

Must choose Option A in clauses 6.2 and 6.3.Delete clause 9.4.

Option B

Where ownership is divided based on agreement.

Insert:

Notwithstanding any right or claim the parties may have had but for this Agreement, the right and interest of the parties as tenants in common in the Project IP shall be as follows:

(a) Party A – [X%]

(b) Party B – [Y%]

(c) Party C – [X%]

(d) Party D – [Y%]

Effect on other clauses:

Must choose Option B in clauses 6.2 and 6.3.Must have the right of refusal in clause 9.4.

Option C

Where ownership is divided based on contribution.

Insert:

Notwithstanding any right or claim the parties may have had but for this Agreement, Project IP shall be owned by the parties as tenants in common in proportion to their respective Contributions to that Project IP as agreed by the parties prior to the date of first Commercialisation of that Project IP. Any difference or disagreement between the parties in relation to this clause shall be finally determined by an independent expert in accordance with clause 10.1(d).



Option D

Where ownership is divided based on inventorship.

Insert:

Notwithstanding any right or claim the parties may have had but for this Agreement, Project IP shall be owned by the parties as tenants in common in proportion to their respective contributions to inventorship in respect of that Project IP as agreed by the parties prior to the date of first Commercialisation of that Project IP. Any difference or disagreement between the parties in relation to this clause shall be finally determined by an independent expert in accordance with clause 10.1(d).



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(b) To give effect to clause 6.1(a), each party acknowledges and agrees that if anyone who it retains to perform any services in relation to a Research Project creates any Project IP (Service Project IP), all right, title and interest (including Intellectual Property) in that Service Project IP will be assigned to [the Owning Party/parties/specify which parties own IP pursuant to clause 6.1(a) if only certain parties own IP], free from all encumbrances and without charge, effective on the date of creation of that Service Project IP, without any further requirement.

(c) Each party agrees to:

(1) use its best endeavours to obtain from each author of the Service Project IP a written consent to the Specified Acts (whether occurring before or after the consent is given) which extends to the performance of the Specified Acts in respect of the Service Project IP by the [the Owning Party/parties/ specify which parties own IP pursuant to clause 6.1(a) if only certain parties own IP] or any person claiming under or through a party; and

(2) upon request, provide the executed original of each such consent to the other [party/parties].

(d) Each party warrants that the consent obtained pursuant to clause 6.1(c)(1) will be a genuine consent and will comply with the provisions of the Copyright Act 1968 (Cth), and in giving the consent the author of the Service Project IP has not relied on any statement or representation made by that party or anyone acting on behalf of that party.

(e) Each party may use, reproduce, adapt and modify the Research results and Project IP after the Research Term solely for internal, non-commercial research and teaching.

6.2 Commercialisation


Option A

Where one party is the owner of Project IP.

Insert:

(a) The Owning Party will be responsible for the Commercialisation of Project IP.

(b) The Commercialising Party will pay to the other [party/parties] a share of any Commercialisation benefits received by the Commercialising Party, to be agreed in good faith, and in default of agreement, to be finally determined by an independent expert in accordance with clause 10.1(d). The parties intend that the sharing of Commercialisation benefits should reflect each party’s contribution to the relevant Project IP, having


Only use if you chose Option A in clause 6.1.Must choose Option A in clause 6.3

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regard to Contributions (including know-how and inventorship).

(c) The Owning Party shall be responsible for the payment of any costs relating to Commercialisation and shall have the right to recoup as a first charge all such costs from any income whatsoever derived from the Commercialisation of the Project IP prior to any payment under this clause 6.2.

Option B

Where Ownership is divided based on agreement, contribution or inventorship.

Insert:

(a) [Party A/Party B/Party C/Party D] (First Party) shall be the lead institution for the purposes of Commercialising the Project IP, and is granted the sole and exclusive right to Commercialise any Project IP worldwide. The First Party may give written notice that it does not wish to exercise any or all of its rights in relation to Commercialising Project IP, in which case, [Party A/Party B/Party C/Party D] (Second Party) shall have an exclusive right to Commercialise that Project IP which the First Party has elected not to Commercialise or exercise those rights which the First Party has elected to forgo. [The Second Party may give written notice that it does not wish to exercise any or all of its rights in relation to Commercialising Project IP, in which case, [Party A/Party B/Party C/Party D] (Third Party) shall have an exclusive right to Commercialise that Project IP which the Second Party has elected not to Commercialise or exercise those rights which the Second Party has elected to forgo. The Third Party may give written notice that it does not wish to exercise any or all of its rights in relation to Commercialising Project IP, in


Only use if you chose Option B, C or D in clause 6.1.Must choose Option B in clause 6.3.Must have the right of refusal in clause 9.4.

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which case, [Party A/Party B/Party C/Party D] (Fourth Party) shall have an exclusive right to Commercialise that Project IP which the Third Party has elected not to Commercialise or exercise those rights which the Third Party has elected to forgo.]

(b) The Commercialising Party must give the other [party/parties] written notice that it wishes to commence Commercialisation. The notice must set out details of the parties involved and proposed terms to be entered into by the Commercialising Party. The Commercialising Party may, with the prior written approval of the other [party/parties] (which shall not be unreasonably withheld), establish, and sublicence such rights to, a special purpose company incorporated for the purpose of Commercialising the Project IP.

(c) A party may terminate the Commercialising Party’s rights under this clause in a particular territory if the Commercialising Party fails to exercise all commercially reasonable efforts to Commercialise the Project IP in that territory or territories and fails to remedy any non-performance specified in written notice from that party requiring the same to be remedied within 6 months after the Commercialising Party receives the notice.

(d) Following termination of the Commercialising Party’s rights pursuant to clause 6.2(c), the First Party (provided that party was not the Commercialising Party whose rights were terminated pursuant to clause 6.2(c)) will have the sole and

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exclusive right to Commercialise the Project IP in the relevant territory or territories on the terms set out in this clause 6. If the First Party was the Commercialising Party whose rights were terminated pursuant to clause 6.2(c) or the First Party gives written notice that it does not wish to exercise any or all of its rights in relation to Commercialising Project IP, the Second Party (provided that party was not the Commercialising Party whose rights were terminated pursuant to clause 6.2(c)) shall have an exclusive right to Commercialise the Project IP in the relevant territory or territories on the terms set out in this clause 6. [If the Second Party was the Commercialising Party whose right were terminated pursuant to clause 6.2(c) or the Second Party gives written notice that it does not wish to exercise any or all of its rights in relation to Commercialising Project IP, the Third Party (provided that party was not the Commercialising Party whose rights were terminated pursuant to clause 6.2(c)) shall have an exclusive right to Commercialise the Project IP in the relevant territory or territories on the terms set out in this clause 6. If the Third Party was the Commercialising Party whose right were terminated pursuant to clause 6.2(c) or the Third Party gives written notice that it does not wish to exercise any or all of its rights in relation to Commercialising Project IP, the Fourth Party (provided that party was not the Commercialising Party whose rights were terminated pursuant to clause 6.2(c)) shall have an exclusive right to Commercialise the Project IP in the relevant territory or territories on the

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terms set out in this clause 6.]

(e) Unless otherwise agreed, the Commercialising Party shall pay each other party a proportion of the proceeds of Commercialisation of the Project IP received by the Commercialising Party (or its related bodies corporate (as that term is defined in the Corporations Act 2001 (Cth)) equal to its ownership interest in the Project IP determined pursuant to clause 6.1.

(f) The costs of Commercialisation shall be borne by the parties in proportion to their ownership interests determined pursuant to clause 6.1.

6.3 Protection of Intellectual Property


Option A

One party is the owner of Project IP.

Insert:

(a) The Owning Party is responsible for obtaining any Intellectual Property protection for any Project IP. The other [party/parties] will provide reasonable assistance in this process.

(b) The Owning Party shall be responsible for the payment of any Patent Costs and shall have the right to recoup as a first charge all such Patent Costs from any income whatsoever derived from the Commercialisation of the Project IP prior to any payment under clause 6.2.


Only use if you chose Option A in clauses 6.1 and 6.2.

Option B

Where ownership is

Insert:

(a) The parties must consult and reach mutual agreement as to


Only use if you chose:- Option B, C or D in clause

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divided based on agreement, contribution or inventorship.

the best methods to obtain Intellectual Property protection for any Project IP. Any application for Intellectual Property protection must be filed in the name of the parties. Any difference or disagreement between the parties in relation to this clause shall be finally determined by an independent expert in accordance with clause 10.1(d).

(b) Patent Costs shall be borne by the parties in proportion to their ownership interests determined pursuant to clause 6.1.

6.1; AND- Option B in clause 6.2.Must have the right of refusal in clause 9.4.

6.4 Records and Audit

(a) The Commercialising Party must keep and on reasonable request make available to the other [party/parties] written, true and accurate records of its Commercialisation of the Project IP.

(b) A party shall have the right once per year to carry out, with the assistance of its accountants and auditors, an audit of the records maintained by the Commercialising Party pursuant to clause 6.4(a).

7. Indemnity and Insurance

7.1 Insurance

Each party must maintain public liability, product liability, professional indemnity, workers compensation, and industrial special risks insurances reasonably required in relation to all insurable risks associated with that party’s conduct of the Research. Each party must, if requested by the other, provide confirmation of insurance cover certificates to the other [party/parties].

7.2 Liability

(a) The parties agree that no party makes any representation that the research tasks set out in the Research Project will be successfully achieved within the time-frames referred to in this Agreement or at all. The parties agree that the outcome and timing of research and development activities cannot be assured.

(b) To the maximum extent permitted by law, without limiting a party’s obligations under the express terms of this Agreement, all implied terms, conditions and warranties (whether statutory or otherwise), are hereby excluded.

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(c) To the maximum extent permitted by law, no party shall be liable for any indirect or consequential loss or damage arising from the act or omission of that party in the performance of the Research.

(d) To the maximum extent permitted by law, the liability of a party in relation to the Research, will be limited, at that party’s option, to performing the relevant Research work again at no cost to the other [party/parties] or refunding the applicable part of any payment by the other [party/parties] under the Research Budget (if any).

7.3 Indemnity

(a) Subject to clause 7.2, each party (indemnifying party) irrevocably and unconditionally indemnifies and agrees to keep indemnified each other party and their respective directors, officers, employees, agents and representatives (those indemnified) from and against any and all liability, loss, harm, damage, cost or expense (including reasonable legal fees) howsoever arising that those indemnified may suffer, incur or sustain as a result of:

(1) any unlawful or negligent act or omission of the indemnifying party or any of its directors, officers, employees, agents, contractors or representatives; or

(2) any breach of this Agreement by the indemnifying party,

except to the extent that any such liability, loss, harm, damage, cost or expense is attributable to any gross negligence or wilful misconduct of those indemnified.

(b) If a party becomes liable to any other person for any tort, statutory offence or infringement of such person’s Intellectual Property committed in the course of carrying out any of the Research Project, each party shall, subject to clause 7.2, duly discharge such liability to that third party in proportion to its interest in the Project IP and will indemnify and account to each other party to the extent that it does not do so, except to the extent that such liability arose due to the negligence, default or unauthorised actions of that other party.

8. Confidentiality and Publication

8.1 Obligations of confidentiality

Subject to clauses 8.2, 8.3, 8.5 and 8.6, the Receiving Party must:

(a) keep the Confidential Information confidential and not directly or indirectly disclose, divulge or communicate any Confidential Information to, or otherwise place any Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;

(b) take all reasonable steps to secure and keep secure all Confidential Information coming into its possession or control;

(c) only use the Confidential Information for the purposes of performing, and to the extent necessary to perform, its obligations under this Agreement;

(d) not apply for, register or attempt to register, or authorise or assist any third party to apply for or register, under any statute or otherwise in any country, a patent or other form of Intellectual Property relating to or incorporating any Confidential Information;

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(e) not deliberately memorise, modify, reverse engineer or make copies, notes or records of the Confidential Information for any purpose other than in connection with the performance by the Receiving Party of its obligations under this Agreement;

(f) co-operate with the Disclosing Party in any action the Disclosing Party may take to protect the confidentiality of the Confidential Information; and

(g) promptly notify the Disclosing Party if the Receiving Party becomes aware of any unauthorised use or disclosure of the Disclosing Party's Confidential Information.

8.2 Exceptions

The obligations of confidentiality under clause 8.1 do not apply to any Confidential Information that:

(a) is disclosed to the Receiving Party by a third party entitled to do so, whether before or after the date of this Agreement;

(b) was already lawfully in the Receiving Party's possession when it was given to the Receiving Party and was not otherwise acquired from the Disclosing Party directly or indirectly;

(c) is generally available to the public at the date of this Agreement or subsequently becomes so available other than by reason of a breach of this Agreement; or

(d) is required to be disclosed by the Receiving Party by law.

8.3 Authorised disclosure

A Receiving Party may disclose Confidential Information to any employee, agent, contractor, officer, professional adviser or other consultant of the Receiving Party (each a Recipient) only if the disclosure is made to the Recipient strictly on a "need to know basis" and, prior to the disclosure:

(a) the Receiving Party notifies the Recipient of the confidential nature of the Confidential Information to be disclosed;

(b) the Recipient undertakes to the Receiving Party (for the benefit of the Disclosing Party) to be bound by the obligations in this clause 8 as if the Recipient were the Receiving Party in relation to the Confidential Information to be disclosed to the Recipient; and

(c) if requested to do so by the Disclosing Party, the Recipient signs an undertaking or deed in a form acceptable to the Disclosing Party (and for the benefit of the Disclosing Party) agreeing to be bound by the obligations in this clause 8 as if it were the Receiving Party in relation to the Confidential Information to be disclosed to the Recipient.

8.4 Liability for breach by Recipient

The Receiving Party is liable for any act or omission by any Recipient or any other persons who receive Confidential Information through it, which if done by the Receiving Party, would constitute a breach of this Agreement.

8.5 Publication

(a) If a party wishes to make any public statement or publication with respect to the Research Project or any Project IP, it will:

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(1) forward a copy of the proposed public statement or publication to the other [party/parties];

(2) obtain the prior written consent of each other party to the proposed publication or presentation (which shall not be unreasonably withheld); and

(3) if each other party consents to the publication or presentation, allow each other party 30 Business Days from the provision of the relevant consent(s) (or such further time as that party may reasonably require) to seek such legal protection of the Project IP and/or material contained in the proposed public statement or publication as it considers necessary.

(b) No party may use the name or other indicia (including logos) of another party without the prior written consent of that other party.

(c) Subject to clause 8.5(b), the parties agree that any publication or presentation with respect to the Research Project will be authored, and each party's project leaders and personnel involved in the Research Project will be acknowledged, in accordance with the Recommendations for the Conduct, Reporting, Editing and Publication of Scholarly Work in Medical Journals issued by the International Committee of Medical Journal Editors (December 2015).

(d) The parties will use best endeavours to publish the Research results within [insert] years of the Commencement Date.

8.6 Thesis publication

The parties acknowledges that where a researcher who is actively involved in the Research requires the results of the Research to be published, in whole or in part, as part of their thesis for the award of a doctorate, that the results may be published on the following conditions:

(a) the candidate owns copyright in the thesis;

(b) the thesis may be distributed to the candidate's examiners, on a confidential basis; and

(c) copies of the thesis will be maintained only in the "restricted" section of the library of the educational institution of which the candidate is a student for such period as is reasonable to obtain protection of the Project IP and in accordance with the statutes and regulations of the educational institution.

8.7 Return or destruction of Confidential Information

(a) Subject to clause 8.7(b), immediately on the written request of the Disclosing Party or on the termination of this Agreement for any reason, the Receiving Party must:

(1) cease the use of all Confidential Information of or relating to the Disclosing Party; and

(2) deliver to the Disclosing Party all documents and other materials in its possession or control containing, recording or constituting that Confidential Information or, at the option of the Disclosing Party, destroy, and certify to the Disclosing Party that it has destroyed, those documents and materials.

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(b) The Receiving Party may retain one copy of any analyses, compilations, studies and other documents prepared by the Receiving Party which may contain Confidential Information of or relating to the Disclosing Party for its own records and the Receiving Party must continue to treat the copy as Confidential Information subject to the terms of this Agreement.

9. Termination

9.1 Termination

A party may terminate this Agreement:

(a) pursuant to clause 4.10;

(b) if [the other/any other] party suffers a Default Event, immediately on giving written notice to [that party/the other parties]; or

(c) [by giving the other [party/parties] 60 days written notice at any time]. [Note: delete if the parties do not wish to include a right to terminate without cause]

9.2 Termination and variation in accordance with Funding Agreement [Note: delete if there is no Funding Agreement]

If the Funding Agreement is terminated for any reason, the parties agree that this Agreement will also terminate, such termination to be effective on the date of termination of the Funding Agreement without any further requirement.

9.3 Consequences of termination

(a) Upon termination of this Agreement, all rights which by their nature are capable of surviving termination will survive termination including this clause 9.3 and clauses 3, 4.8, 4.9, 4.11, 6, 7, 8, [9.4] and 10.

(b) Any termination of this Agreement will not affect the enforceability of any other obligations of a party or rights against a party accrued at that time.

9.4 Right of first refusal [Note: delete this clause if Option A is selected for clause 6.1 (ie, one party is the sole owner of Project IP)]

(a) Each party shall have the right of first refusal to purchase [the other/another] party’s interest in the Project IP [Note: Include these words if there are more than 2 parties to the Collaboration Agreement.] [in proportion to their ownership interests determined pursuant to clause 6.1] if that other party wishes to dispose of such interest or ceases to contribute to the development of the Project IP (Disposing Party). Unless otherwise agreed, the value of the Disposing Party’s interest shall be finally determined by an independent expert in accordance with clause 10.1(d).

(b) [If a party does not wish to exercise its right of first refusal to purchase a proportion of the Disposing Party's interest in the Project IP in accordance with clause 9.4(a), then the Disposing Party must offer that proportion of the Disposing Party's interest in the Project IP to the remaining parties for purchase.] [Note: Include these words if there are more than 2 parties to the Collaboration Agreement.]

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10. Dispute Resolution

(a) The parties shall without delay and in good faith attempt to resolve any dispute or difference which may arise between them in relation to this Agreement.

(b) Subject to clause 10(d), any dispute or difference arising from this Agreement shall be resolved in accordance with the following procedure:

(1) the party claiming that a dispute exists shall notify the other [party/parties] that a dispute exists and forthwith submit such dispute or difference to the Project Committee for resolution;

(2) if the Project Committee is unable to resolve the dispute or difference within 14 days, a meeting shall be convened forthwith between senior representatives of the parties not being members of the Project Committee for resolution of the dispute or difference; and

(3) if the dispute or difference is not resolved by the persons referred to in paragraph (2) above within such time as they agree but not being more than 30 days, the parties must submit refer the dispute to the Australian Disputes Centre Limited (ADC) for mediation in accordance with the Mediation Guidelines of ADC.

(c) Each party acknowledges that the compliance with these provisions is a condition precedent to any entitlement to a claim, relief or remedy, whether by way of proceedings in a court of competent jurisdiction or by arbitration proceedings under this Agreement or otherwise in respect of such dispute or difference. However this shall not preclude any party from seeking urgent interlocutory relief in a court of competent jurisdiction.

(d) Any dispute or difference arising between the parties which is to be resolved by expert determination under this Agreement will be finally determined by an independent expert:

(1) agreed on by the parties and experienced in the field; or

(2) if the parties are unable to agree, appointed by the President or Acting President, in Victoria, [Note: Jurisdiction may be amended depending on location of the parties] of the Licensing Executives Society Australia and New Zealand at the shared expense of the parties in proportion to their respective ownership interests in the relevant Intellectual Property (or failing that, equally).

11. Transfer of Material [Note: This clause is to be included if there is a transfer of any Material.]

11.1 Provision of Material

(a) [Party A/B/C/D] must supply [Party A/B/C/D] with quantities of Material, at the times and in the manner agreed by the parties, to allow [Party A/B/C/D] to undertake the Research Project.

29292372v2 page 23

(b) [Party A/B/C/D] must supply [Party A/B/C/D] with quantities of Material, at the times and in the manner agreed by the parties, to allow [Party A/B/C/D] to undertake the Research Project.

11.2 Safety

(a) A party (Material Recipient) receiving Material from [the other/another] party (Material Provider) acknowledges that the Material being provided to it (Provided Material) is experimental in nature, may be toxic, may contain infectious agents, or other substances that are hazardous or dangerous, or harmful to persons or property, and that the Material Recipient is responsible for the Material Recipient's safe handling and storage of the Provided Material.

(b) The Material Recipient warrants to the Material Provider that given the nature and characteristics of the Provided Material, the Material Recipient:

(1) is aware of all matters that concern the safe handling and storage of the Provided Material; and

(2) has all facilities that are required for the safe handling and storage of the Provided Material.

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(c) The Material Recipient must store, handle and use the Material in compliance with all relevant legislative requirements, applicable codes of conduct and guidelines and instructions from the Material Provider.

11.3 Use of Material

(a) The Material Provider will provide the Material in sufficient quantities and by such times as is necessary to enable the Material Recipient to comply with its obligations under this Agreement.

(b) The Material Recipient must only use the Provided Material in connection with the Research Project.

(c) The Material Recipient must not attempt to reproduce, reverse engineer, analyse or decompile the Provided Material[, unless and only to the extent required to conduct the Research Project as agreed by the parties]. [Note: Include the shaded text where the Material will need to reproduced, analysed etc as part of the Research.]

(d) Except to the extent necessary to Commercialise any Project IP in accordance with the terms of this Agreement, the Material Recipient must not use any Provided Material for any commercial purpose.

(e) Without the Material Provider's prior written consent, the Material Recipient must not provide the Provided Material (including any sample), or any material that is derived from or based upon the Provided Material, whether or not progeny, and whether modified, or unmodified (Derivative), to any third party except to third parties involved with the Research Project to the extent that they require that Provided Material or Derivative for the purpose of the Research Project.

(f) The Material Recipient must keep the Provided Material in a secure place so as to ensure that unauthorised persons do not have access to the Provided Material.

(g) The Material Recipient acknowledges that:

(1) the Provided Material is provided by the Material Provider without warranty, express or implied, and that to the fullest extent permitted by law, all warranties relating to the Material are excluded; and

(2) the Material Recipient stores, handles and uses the Provided Material at its own risk.

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11.4 Warranty

Each Material Provider warrants that all Provided Material has been collected:

(a) in accordance with Ethics Approval; and [Note: To include where the Material has human/animal origin.]

(b) with the prior consent of the Donor. [Note: To include where the Material has human origin.]

12. Force Majeure

(a) Where a party is unable, wholly or in part, by reason of Force Majeure, to carry out any obligation under this Agreement, and that party:

(1) gives each other party prompt notice of that Force Majeure including reasonable particulars, and, in so far as known, the probable extent to which it will be unable to perform or be delayed in performing that obligation; and

(2) uses all possible diligence to remove that Force Majeure as quickly as possible,

that obligation is suspended so far as it is affected by Force Majeure during the continuance of that Force Majeure and that party shall be allowed a reasonable extension of time to perform its obligations.

(b) If, after 30 days, the Force Majeure has not ceased, the parties shall meet in good faith to discuss the situation and endeavour to achieve a mutually satisfactory resolution to the problem.

13. Notices

Any notice or other communication to or by a party under this Agreement:

(a) may be given by personal service, post or facsimile;

(b) must be in writing, legible and in English addressed (depending on the manner in which it is given) as shown below or to any other address last notified by the party to the sender by notice given in accordance with this clause:

Party AAddress: [insert]Fax number: [insert]Attention: [insert]

Party BAddress: [insert]Fax number: [insert] Attention: [insert]

Party CAddress: [insert]

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Fax number: [insert] Attention: [insert]

Party DAddress: [insert]Fax number: [insert] Attention: [insert]

(c) must be signed by any authorised representative or by the appropriate office holders of that corporation under section 127 of the Corporations Act 2001 (Cth); and

(d) is deemed to be given by the sender and received by the addressee:

(1) if delivered in person, when delivered to the addressee;

(2) if posted, at 9.00 am on the second business day after the date of posting to the addressee whether delivered or not; or

(3) if sent by facsimile transmission, on the date and time shown on the transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety and in legible form to the facsimile number of the addressee notified for the purposes of this clause,

but if the delivery or receipt is on a day which is not a business day or is after 4.00 pm (addressee's time), it is deemed to have been received at 9.00 am on the next business day. In this clause 13, business day means a day that is not a Saturday, Sunday, public holiday or bank holiday in the place of receipt of a communication.

14. General

14.1 Amendment

This Agreement can only be amended, supplemented, replaced or novated by another agreement signed by the parties.

14.2 Assignment

No party may assign its rights under this Agreement or sub-contract performance of obligations without the consent of the other [party/parties]. The other [party/parties] shall not unreasonably withhold consent if the party wishes to assign or sub-contract to a related body corporate (as that term is defined in the Corporations Act 2001 (Cth)).

14.3 Governing law

This Agreement is governed by the law in force in [Victoria] [Note: Jurisdiction may be amended depending on location of the parties] and the parties submit to the non-exclusive jurisdiction of the courts of the State of [Victoria], [Note: Jurisdiction may be amended depending on location of the parties]and any Court that may hear appeals therefrom.

14.4 Liability for expenses

Each party must pay its own expenses incurred in negotiating and executing this Agreement.

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14.5 Giving effect to this Agreement

A party at its own expense and within a reasonable time of being requested by [another/any other] party to do so, must do all things and execute all documents that are reasonably necessary to give full effect to this Agreement.

14.6 Waiver of rights

A right may only be waived in writing, signed by the party giving the waiver, and:

(a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;

(b) a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and

(c) the exercise of a right does not prevent any further exercise of that right or of any other right.

14.7 Operation of this Agreement

(a) This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect. [Note: If the parties are also to enter into (or have already entered into) another agreement such as the MTA or Confidentiality Agreement, consider if this clause should be amended to include reference to such other agreements.]

(b) Any right that a person may have under this Agreement is in addition to, and does not replace or limit, any other right that the person may have.

(c) Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.

14.8 Operation of indemnities

(a) Each indemnity in this Agreement survives the expiry or termination of this Agreement.

(b) A party may recover a payment under an indemnity in this Agreement before it makes the payment.

14.9 Relationship between the parties

The parties agree that:

(a) the rights, duties, obligations and liabilities of the parties shall in every case, be several and not joint or joint and several;

(b) in relation to the Research Project and Commercialisation, they do not carry on business in common with a view to joint profit and do not receive income jointly;

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(c) nothing contained in this Agreement constitutes any of them as joint venturer, agent, partner or trustee of any other of them, or creates any agency, partnership, joint venture or trust for any purpose whatsoever; and

(d) a party does not have any authority or power to act for, or to create or assume any responsibility or obligation on behalf of, any other party.

14.10 Consents

Where this Agreement contemplates that a party may agree or consent to something (however it is described), the party may:

(a) agree or consent, or not agree or consent, in its absolute discretion; and

(b) agree or consent subject to conditions,

unless this Agreement expressly contemplates otherwise.

14.11 Counterparts

This Agreement may be executed in counterparts.

14.12 No adverse construction

This Agreement, and any provision of this Agreement, is not to be construed to the disadvantage of a party because that party was responsible for its preparation.

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Schedule 1 – Contributed IP and Material

Part A – Contributed IP

Party A Contributed IP

[insert details]

Party B Contributed IP

[insert details]

Party C Contributed IP

[insert details]

Party D Contributed IP

[insert details]

Part B – Material

[insert details]

29292372v2 page 30

Schedule 2 – Research Project

Name of Research Project: [insert]

Research Project Term: Commencement Date – [insert]

Description of Research Project: [insert]

Breakdown of responsibilities: [Party A - insert] [Party B - insert] [Party C - insert] [Party D - insert]

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Schedule 3 – Research Budget

[insert details including cash and in-kind contributions]

29292372v2 page 32

Schedule 4 – Project Committee

The Project Committee will be comprised of 2 representatives from each party and, at the invitation of the Project Committee, other third parties as may be relevant. The Project Committee shall be chaired by one of the representatives of [insert relevant party]. The chair shall not have a casting vote.

The Project Committee may meet, adjourn and otherwise regulate its meetings as it, in its absolute discretion, thinks fit including convening and conferring by telephone or other means of audiovisual communications and permitting members to appoint alternatives.

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Execution

Executed as an agreement on 2023

Signed for and on behalf of [insert Collaborating Party 1] ABN [insert] by its duly authorised representative in the presence of:

........................................................................... ...........................................................................Signature of witness Signature of authorised representative

By executing this agreement the representative states that he/she has received no notice that his/her

authority to do so has been revoked.

........................................................................... ...........................................................................Name of witness (please print) Name of authorised representative (please print)






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