SHORT-FORM CRA Drafting Note Please delete before sending outside UQ The specific details for this contract need to be updated. These details are highlighted in yellow and square brackets. The Proposal will be annexed as Schedule 2. This is a shortform CRA, with IP created during the IP vesting in UQ. If you wish to have other IP options, please revert to longform CRA. This is a collaborative research agreement, and not a subcontract so the Head Agreement is not flowed down, but the agreement may terminate if the Head Agreement terminates. Please revert to Research Legal if edits or amendments are required. RPM Template_ Shortform Collaborative Research Agreement 1 Collaborative research agreement Parties Collaborator names, indications of origin, designs, plant varieties, semiconductors, circuit layouts, confidential information or knowhow, any right of registration of such rights and all other intellectual property as defined in article 2 of the Convention Establishing the World Intellectual Property Organisation 1967. [Insert 1st party name] [Insert 1st party ACN/ABN/ARBN] of [Insert 1st party address] UQ The University of Queensland ABN 63 942 912 684 a body corporate constituted under the University of Queensland Act 1998 (Qld) of Brisbane in the State of Queensland 4072 Progress Report means a report setting out a description of the progress of the Project and, if applicable, a synopsis of what further work must be done to complete the Project. Project means the project described in the Proposal and includes any administrative activities in connection with the Project. Project IP means all Intellectual Property created in the course of or arising from the performance of the Project other than Student IP. Project Period means the period specified in the Proposal. Proposal means the proposal set out in Schedule 1. Specified Personnel means the personnel specifically named in the Proposal. Student IP means copyright in any work or subject matter other than a work submitted for examination for the award of a postgraduate research degree by a student enrolled at UQ or the Collaborator. Term means the term specified in clause 10.1. Background A The parties have collaborated in the creation and development of the Proposal for the Project. B The parties have agreed to undertake the Project in accordance with the terms and conditions of this Agreement. Operative terms 1 Definitions and interpretation 1.1 Definitions In this agreement: Background IP of a party means Intellectual Property that is: (a) in existence at the Commencement Date; (b) created or developed by that party during the Term independently of the Project; or (c) assigned or licensed to that party during the Term independently of the Project, and made available by that party for the purpose of performing the Project. Chief Investigator means the chief investigator specified in the Proposal (if any). Commencement Date means the date of this agreement. Confidential Information with respect to a party means any information disclosed by the other party in relation to the Project. Contributions means the cash and in-kind contributions specified in the Proposal. Final Report means a report setting out a description of the outcomes of the Project (if any). Head Agreement means the agreement between UQ and [Insert third party name and ACN] titled “[Insert title of agreement]” dated on or about [Insert date]. Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, whether registered or unregistered, including patent rights, trade mark rights, copyright, moral rights, plant breeders’ rights and rights in relation to inventions, trade names, business names, company RPM Template_ Shortform Collaborative Research Agreement 1.2 Interpretation In this agreement: (a) no rule of construction applies to the disadvantage of the party that drafts this agreement on the basis that the party suggested the relevant drafting; (b) references to a party mean UQ or the Collaborator and references to the parties mean both UQ and the Collaborator; and (c) words such as “includes” and “including” do not impose any limitation on the construction of general language that is followed by specific examples. 2 Project 2.1 Participation Each party must actively participate in the Project including by meeting that party’s responsibilities outlined in the Proposal. 2.2 Reasonable steps Each party must exercise due care and skill in carrying out the Project and take all reasonable steps to minimise delay in completing the Project. 2.3 Ethical approvals Each party must ensure that it obtains, maintains and complies with all ethical clearances and regulatory approvals necessary or desirable to perform the Project during the Term. 2 3 Contributions 3.1 Provision of Contributions but subject to any encumbrances notified to the other party in writing at the time that Background IP is made available. The Collaborator must: (a) (b) 3.2 pay that party’s cash Contributions to UQ on the later of: (b) 5.2 Warranty (i) the date specified in the Proposal; and Each party represents and warrants to the other party that: (ii) the date that is 30 days after receipt of an invoice; and (a) to the best of that party’s knowledge as at the date of this Agreement (without having made any enquiries), the grant of the licence contemplated by clause 5.1 and use of the Background IP as contemplated by clause 5.1 will not infringe the Intellectual Property of any third party; (b) that party is not aware of any allegation that the grant of the licence contemplated by clause 5.1 or use of the Background IP as contemplated by clause 5.1 infringes the Intellectual Property of any third party; and (c) except with the prior approval of the other party (which must not be unreasonably withheld or delayed), that party will not assign, encumber or otherwise deal with the Background IP of that party in a manner that would prohibit or reduce use of that Background IP in the performance of the Project. provide that party’s in-kind Contributions to the Project at the times and in the manner specified in the Proposal. Accountability UQ must ensure that the Contributions are used to assist UQ to carry out the Project. 3.3 Acknowledgement The Collaborator acknowledges and agrees that: 3.4 (a) the Project involves research; (b) the nature of research means that the Project may not result in any outcome, product or commercial Intellectual Property Rights; and (c) UQ is not obliged to create any outcome, product or commercial Intellectual Property Rights as a result of the Project. Acknowledgement For clarity, other than as expressly set out in clauses 5.1, 6.1 and 6.4 nothing in this Agreement grants any licence or assignment of any Intellectual Property of a party to the other party. 5.4 Background IP protection and infringement Each party must: Replacement of Specified Personnel (a) Each party agrees that, if any of any Specified Personnel of that party becomes unavailable to work on the Project as specified in the Proposal, then that party must: take all reasonably necessary steps to protect, maintain and enforce Background IP made available for the purpose of performing the Project; (b) give the other party prompt notice of any infringement of Background IP that comes to that party’s attention; and (c) give the other party all assistance which is reasonably required by the other party to protect Background IP of the other party at the other party’s cost. (a) immediately notify UQ of that unavailability; and (b) replace that Specified Personnel with personnel which have: (c) 4 5.3 Availability of Specified Personnel Each party will make the Specified Personnel available to perform the Project at the times and with the resources specified in the Proposal. 3.5 For clarity, the licences contemplated by clause 5.1 do not include the right to sublicense to third parties. (i) the time commitment, qualifications and competency to carry out the Project; and (ii) similar expertise and ability to those of the Specified Personnel they are to replace; and 6 Project IP 6.1 Ownership notify UQ of the name and qualifications of the replacement personnel within 14 days of the replacement. (a) The parties agree that the Project IP will be owned by UQ. (b) To the extent necessary to give effect to clause 6.1(a) the Collaborator assigns all right, title and interest in the Project IP to UQ from the date such Project IP is created. (c) Without limiting clause 13(a), the Collaborator must sign all documents and perform all acts as required by UQ to give effect to the assignment contemplated by clause 6.1(a). Reporting (a) (b) UQ must endeavour to provide a Progress Report to the Collaborator at the times specified in the Proposal (if any). UQ must endeavour to provide a Final Report to the Collaborator within [Insert timeframe] of the end of the Term. 5 Background IP 5.1 Licence (a) 6.2 Warranty The Collaborator represents and warrants to UQ that: (a) to the best of that party’s knowledge as at the date of this Agreement (without having made any enquiries), the assignment contemplated by clause 6.1(b) by that party and use of the Project IP created by that party will not infringe the Intellectual Property of any third party; and (b) that party is not aware of any allegation that the assignment contemplated by clause 6.1(b) by that party and use of the Project IP created by that party infringes the Intellectual Property of any third party. Each party grants to the other party a world-wide, perpetual, non-exclusive, non-transferable, royalty free licence to use that party’s Background IP: (i) during the Term for the purpose of conducting the Project in accordance with this Agreement; and (ii) if use of the Project IP is reliant upon the Background IP, to the extent required for each party to use the Project IP for non-commercial research and education activities during and after the Term, RPM Template_ Shortform Collaborative Research Agreement 6.3 Notice of allegations of infringement The Collaborator must give UQ prompt notice of any allegation that the assignment contemplated by clause 6.1(b) or use of Project IP infringes the Intellectual Property of any 3 third party. 6.4 and otherwise disclose the results of the Project after obtaining UQ’s consent (such consent not to be unreasonably withheld or delayed). Licence (a) UQ hereby grants to the Collaborator a non-exclusive, non-transferable, royalty free licence in Australia to use: (i) the Project IP for the performance of the Project under this Agreement during the Term; and (ii) the Project IP (as the Project IP existed at the date on which this Agreement expires or is terminated for any reason) for non-commercial research and education activities during and after the Term. (b) The licence contemplated by clause 6.4(a)(ii) is not granted to a party if this Agreement is terminated as a result of a breach of this Agreement by that party. (c) For clarity the licence contemplated by clause 6.4(a) does not include the right to sublicense to any third parties. 7 Confidentiality 7.1 Obligation of confidence (d) [Consider whether this is an appropriate liability position given the commercial circumstances.] 9 Liability 9.1 Consequential loss Subject to clause 9.3, each party is not liable to the other party in connection with this Agreement for any loss or damage however caused (including due to the negligence of that party) that is consequential loss, indirect loss, loss of profits, loss of revenue, loss of reputation, loss of bargain or loss of opportunity. 9.2 7.2 keep the Confidential Information of the other party confidential; (b) not use or copy the Confidential Information of the other party for any purpose other than for the purpose of performing the Project; (c) not disclose the Confidential Information of the other party to any third party; and (d) not use the Confidential Information of the other party to the disadvantage of the other party. 9.3 Requirements of law If any applicable legislation prohibits the exclusion of liability by a party in the manner contemplated by this clause 9 with respect to particular loss or damage, then: (a) the exclusion does not apply to that loss or damage; and (b) that party’s liability is only limited or excluded with respect to that loss or damage in the manner permitted under that legislation (if any). Exceptions The obligations of confidence contemplated by clause 7.1 do not apply to Confidential Information of a party: (a) (b) (c) 7.3 Speculative nature of research Subject to clause 9.3, each party acknowledges and agrees that due to the speculative nature of the Project as research, the outcome of the Project is uncertain and UQ will not be liable for any loss or damage however caused (including due to the negligence of UQ) suffered or incurred by the Collaborator in connection with use of any results of the Project or the Project IP. Each party must: (a) that the other party can show was already known to, in the rightful possession of or independently developed by the other party in good faith and free of any obligation of confidence; that the other party can show is in the public domain otherwise than by a breach of this agreement or other obligation of confidence; or that is required to be disclosed under applicable law, but only if the other party has given that party all available notice to enable that party to attempt to remove that requirement and only discloses the minimum information required. Injunctive relief Each party must not use any trade mark or logo of the other party without the other party’s prior consent to the specific use. 10 Term and Termination 10.1 Term This agreement commences on the Commencement Date and continues until the end of the Project Period, unless terminated earlier in accordance with this clause 10. 10.2 Termination for breach Either party may terminate this agreement immediately by notice to the other party if the other party: (a) commits a material breach of this agreement; and (b) fails to remedy that breach within 30 days of notice requiring the other party to remedy that breach. 10.3 Termination for insolvency Each party acknowledges and agrees that: (a) (b) 8 if that party breaches this clause 7 in relation to another party’s Confidential Information, then that other party may suffer loss or damage as a result of that breach for which monetary remedies would not be adequate; and if that party attempts to breach or threatens to breach this clause 7 in relation to another party’s Confidential Information, then that other party may seek injunctive relief including an injunction restraining that party from committing any breach of this Agreement without the necessity of proving that any actual loss or damage has been sustained or is likely to be sustained by that party. Publication (a) The Collaborator acknowledges that UQ may publish and otherwise disclose the results of the Project in its discretion. (b) UQ must acknowledge the contribution of the Collaborator in any publications directly relating to the results of the Project. (c) UQ acknowledges that the Collaborator may publish RPM Template_ Shortform Collaborative Research Agreement Either party may terminate this agreement immediately by notice to the other party if the other party: (a) commits an act of insolvency; (b) has a controller, receiver, receiver and manager or administrator appointed; (c) goes into liquidation (other than for the purpose of reconstruction); or (d) is unable to pay its debts when due. 10.4 Termination of Head Agreement UQ may terminate this Agreement by notice to the Collaborator if the Head Agreement expires or is terminated for any reason. 10.5 Termination for inability to complete the Project UQ may terminate this agreement immediately by notice to the Collaborator if UQ is of the view the Project is unlikely to be able to be completed (including if such inability is caused by the resignation or dismissal of the Chief Investigator). 4 10.6 Waiver arising from this Agreement, effect and maintain valid, enforceable and adequate: Each party expressly waives any rights it may have had to terminate this agreement other than in accordance with this clause 10. 10.7 Post-termination or expiration Following termination or expiration of this agreement, the parties agree that: 11 (a) accrued rights and remedies of a party will not be affected; and (b) clauses 4(b),5, 6, 7, 8, 9, 12 and 13(a), and any other provisions intended by the parties to survive termination or expiration, will survive termination or expiration of this agreement and will not be affected by such termination or expiration. GST (a) (b) 13 public liability insurance of $10,000,000 or more per claim; (ii) workers compensation insurance as required by statute; (iii) general insurance in respect of all property (in which the Collaborator has an insurable interest) for the full reinstatement value, that is used in connection with the Project, including all buildings, fixtures and fittings and contents contained thereon or therein, against all loss and damage caused by or resulting from accident, fire, theft, malicious damage or storms and any other insurable risk which property of a similar nature is commonly insured against; and (iv) professional indemnity insurance of $10,000,000 or more per claim. Proof of adequate levels of self-insurance or other protection by a party are acceptable as an alternative to the insurances required under clause 12(a). General (b) The parties acknowledge that all amounts payable under or in connection with this Agreement are expressed on a GST exclusive basis. (a) Each party must do all things necessary or desirable to give effect to the provisions of this agreement including by signing all documents and performing all acts. (c) If any supply made under this Agreement is a taxable supply, the recipient must pay to the supplier, in respect of that taxable supply, an additional amount equal to the GST payable by the supplier in respect of that taxable supply. (b) UQ may subcontract the performance of all or any part of UQ’s obligations under this agreement (c) Any notice, consent, approval, acknowledgement, verification or report contemplated by this agreement must be given in writing. (d) If an event beyond the reasonable control of UQ occurs that adversely affects UQ’s ability to perform any obligations under this agreement, then UQ will not be liable for, or in breach of this agreement as a result of, any failure by UQ to perform those obligations as a direct or indirect result of that Force Majeure Event. (e) This agreement may be altered only in writing signed by the duly authorised representative of each party. (f) Unless otherwise expressly contemplated, where a provision of this agreement contemplates that a party may exercise its discretion then that party is entitled to exercise that discretion absolutely, with or without conditions and without being required to act reasonably or give reasons. (g) This agreement contains the entire agreement of the parties and supersedes all prior representations, conduct and agreements, with respect to its subject matter, except to the extent that any express guarantees have been given by a party as contemplated by section 59 of the Competition and Consumer Act 2010 (Cth). (h) Each party is responsible for its own costs of entering into and performing this agreement. (i) The laws of [Insert jurisdiction of Head Agreement (if any)] apply to this agreement and each party irrevocably submits to the non-exclusive jurisdiction of the courts of [Insert jurisdiction of Head Agreement (if any)] and courts competent to hear appeals from those courts. (j) To the extent that any portion of this agreement is void or otherwise unenforceable then that portion will be severed and this agreement will be construed as if the severable portion had never existed. (k) This agreement will be validly executed if signed in any number of counterparts and the counterparts taken together will constitute one agreement. (l) Each party may communicate its execution of this agreement by successfully transmitting an executed copy of this agreement by facsimile or email to the other party. (d) The recipient must pay the amount payable under clause 11(c) at the same time as payment must be made for the taxable supply, provided the supplier has given the recipient a Tax Invoice for that payment stating the amount of GST paid or payable by the supplier in respect of the supply to which the Tax Invoice relates. (e) Each party warrants to the other party that at the Commencement Date, they are registered for GST and hold an Australian Business Number. (f) If at any time during the term of this Agreement a party ceases to be registered for GST then that party must promptly notify the other party. (g) If, at any time, an adjustment event arises in respect of any supply made by a party under this Agreement, a corresponding adjustment must be made between the parties in respect of any amount paid pursuant to clause 11(c). (h) Payments to give effect to the adjustment must be made between the parties and the supplier must issue a valid adjustment note in relation to the adjustment event. (i) If an amount that would otherwise be payable under this Agreement is calculated by reference to or otherwise relates to a cost, expense or other amount incurred by a party (“Payee”), then that amount will be reduced by the amount of any input tax credit to which the Payee is entitled in respect of that amount. (j) (k) 12 Words or expressions including the term “Tax Invoice” used in this clause 11 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (the “GST Law”) or, if not so defined, then which are defined in the Competition and Consumer Act 2010 (Cth), have the same meaning in this clause 11. (i) The Payee will be assumed to be entitled to a full input tax credit unless it demonstrates that its entitlement is otherwise prior to the date on which the payment must be made. If a person is a member of a GST group, references to GST for which the person is liable and to input tax credits to which the person is entitled include GST which the representative member of the GST group is liable and input tax credits to which the representative member is entitled. Insurance (a) Each party must, for as long as any obligations remain RPM Template_ Shortform Collaborative Research Agreement 5 Execution Signed as an agreement SIGNED for and on behalf of [Insert 1st party name] by its duly authorised officer: in the presence of: .............................................. .............................................. Authorised officer Witness (Print Name) .............................................. .............................................. (Print Name) Date: Date: SIGNED for and on behalf of THE UNIVERSITY OF QUEENSLAND by its duly authorised officer: in the presence of: .............................................. .............................................. Director, Research Partnerships Witness (Print Name) .............................................. Date: RPM Template_ Shortform Collaborative Research Agreement 6 Schedule 1 Proposal [Insert proposal with a full description of project including the project period, contributions required and times at which cash and inkind contributions will be provided] RPM Template_ Shortform Collaborative Research Agreement 7