RESEARCHER’S DEED
Government Funded University Research Facilities
or Benefit Sharing Arrangement Material
THIS DEED is made on
20
.
Between:
GRIFFITH UNIVERSITY (ABN 78 106 094 461), a body corporate established pursuant to the
Griffith University Act 1998 (Qld) of 170 Kessels Road, Nathan, QLD 4111 (“Griffith”)
and
RESEARCHER identified in Item 1 of Schedule 1 of the Physical Address identified in Item 2 of
Schedule 1 (“You” or “Researcher”).
RECITALS:
A.
Griffith and the State of Queensland have entered into various agreements for the funding,
development and management of specific Government Funded University Research
Facilities.
B.
Griffith and various Governments have entered into various Benefit Sharing Arrangements
which allows access to, collection and use of certain State and/or Federal native flora and
fauna (“Benefit Sharing Arrangement Material”).
C.
Pursuant to these agreements Griffith has obligations to ensure that all Intellectual Property
created in Government Funded University Research Facilities or using Benefit Sharing
Arrangement Material can be Dealt With by Griffith.
D.
The Researcher will be undertaking research either within a Government Funded University
Research Facility and/or using Benefit Sharing Arrangement Material.
E.
The parties agree to enter into this Deed to set out their respective obligations.
OPERATIVE PROVISIONS:
1.
All terms which appear in title case throughout this Agreement are defined terms set out in
Schedule 2.
2.
To enable Griffith to meet its obligations to various Governments and so as to Deal With
the rights granted pursuant to this Deed, from the date upon which the last Party signed
this Deed, You Assign all rights, title and interest in all Intellectual Property created by You
within a Government Funded University Research Facility and/or using Benefit Sharing
Arrangement Material to Griffith.
3.
Griffith grants You a non-exclusive, royalty-free, perpetual, irrevocable, world-wide licence
(including the right to sub-licence) to use, reproduce, adapt and communicate any
Scholarly Works or Educational Material which incorporates the Intellectual Property You
Assigned pursuant to clause 2 above for the purposes of:
a. publication of Scholarly Works or Educational Material created by You; and
b. personal promotion,
provided that:
c. You acknowledge that the Scholarly Works or Educational Materials were created at
Griffith; and
d. publication does not disclose Confidential Information:
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Researcher’s Deed
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i. which is the subject of an executed Commercialisation Agreement; or
ii. owned by a third party.
4.
For the purposes of this Deed ‘Scholarly Works’ includes any thesis authored by a Student
Researcher. If a student Reseacher’s thesis contains Confidential Information, the student
Researcher must obtain the written approval of the Director, prior to publication.
5.
Subject to Your rights to publication in clause 3, You agree to keep confidential any
Confidential Information, unless otherwise agreed with Griffith in writing, and to take
reasonable measures to ensure such Confidential Information remains confidential (including
but not limited to a prohibition on disclosures or statements to the media without prior
consent of Griffith) for the term of Your employment with Griffith and for a period of five (5)
years after such employment or until the Confidential Information enters the public domain.
6.
You understand and acknowledge that during the course of your research within a
Government Funded University Research Facility and/or using Benefit Sharing Arrangement
Material You may undertake commercial research sponsored by a third party. You agree not
to use and to keep confidential any Intellectual Property and/or Confidential Information
made available to You or created by You during such commercial research, unless otherwise
agreed with Griffith in writing.
7.
You acknowledge that You have read and understood the Griffith University Intellectual
Property Policy and You agree to be bound by the Griffith University Intellectual Property
Policy as approved by the University Council from time to time.
8.
Griffith acknowledges and confirms that it will manage any Intellectual Property, Assigned
pursuant to this Deed, in accordance with the Griffith University Intellectual Property Policy
as amended from time to time but only to the extent that any such amendment to the Griffith
University Intellectual Property Policy is not less beneficial to You than the Griffith University
Intellectual Property Policy applicable at the date of execution of this Deed.
9.
Each Party will bear their own costs of preparing, negotiating and executing this Deed,
subject to the Griffith University Intellectual Property Policy.
10.
All stamp duty and other similar governmental charges payable in respect of this Deed are
payable by the University.
11.
Any personal tax implications (such as income tax and capital gains tax) that may arise in
respect of this Deed are payable by You.
12.
This Deed is governed by the laws of the State of Queensland in Australia and the parties
agree to submit to the exclusive jurisdiction of the courts of the State of Queensland in
respect of any dispute arising in connection with this Deed.
13.
No rights under this Deed will be deemed to be waived except where the waiver is in writing
and signed by both Parties. A waiver by a Party will not prejudice that Party's rights in
respect of any subsequent breach of this Deed. Any failure by either Party to enforce any
clause of this Deed, any forbearance, delay, or indulgence generated by either Party to the
other will not be construed as a waiver of rights under this Deed.
14.
The contents of this Deed constitute the whole agreement between the Parties with respect
to its subject matter, and supersede all prior representations, agreements or understandings
between the Parties in respect of that subject matter.
15.
All formal notices under this Deed may be delivered by hand, mail, fax or email to the contact
representative set out in Items 3 or 4 of Schedule 1, or another address notified in writing by
the relevant Party.
16.
No variation to this Deed will be effective unless in writing and signed by both Parties.
17.
This Deed may be signed in any number of counterparts (whether in original or digital form)
and all those counterparts together make one instrument.
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SCHEDULE 1: Details
Item 1
Researcher’s
Full Name
[insert full name]
Item 2
Researcher’s
Physical
Address
[Please provide a physical residential address, not a
post box or university facility address]
Item 3
University's
Address
[INSERT CONTACT NAME]
[INSERT POSITION]
[INSERT INSTITUTE /CENTRE]
[INSERT CAMPUS]
[INSERT CAMPUS ADDRESS]
Phone: [include area code]
Fax:
[include area code]
Email: [full email address]
Item 4
Researcher’s
contact details
(or contact
details of
representative)
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[INSERT CONTACT NAME]
[INSERT PHYSICAL HOME ADDRESS]
Phone: [include area code]
Fax:
[include area code]
Email: [full email address]
Researcher’s Deed
Page 4
SCHEDULE 2: Definitions
“Assign, Assignment or Assigned” means the complete transfer of ownership from one party to another
party.
“Benefit Sharing Arrangements” means any formal written agreement(s) that the University may have
entered into, or may be required to enter into, with External Organisations including the Government,
Indigenous peoples or Indigenous organisations, which allow for:
a. the funding of Government Funded University Research Facilities;
b. University access to native title areas;
c.
University access to, collection and use of native flora and fauna; or
d. University access to traditional knowledge of Indigenous people and communities.
“Commercialisation Agreement” means the Commercialisation Opportunity – Assignment of Intellectual
Property Deed that a Creator is required to enter into with the University, before Griffith Enterprise provides
its Commercial Assessment and Commercialisation Strategy, setting out the contractual rights and
obligations as between the Creator and the University.
“Commercial Assessment” means the document that Griffith Enterprise provides to Creators in response
to their IP disclosure, providing its assessment of the commercial potential and protection requirements in
respect of their IP disclosure.
"Commercialisation, Commercialised or Commercialise” means the direct or indirect exploitation of IP
for the purpose of generating income or making a capital gain, including the Licensing or Assignment of IP
to a third party to use, make, have made, distribute, market, sell, have sold, hire out, import, lease, supply,
or otherwise dispose of a product or process for consideration.
“Commercialisation Strategy” means the document that Griffith Enterprise provides to Creators in
response to their IP disclosure, providing a strategy for the Commercialisation of the IP.
“Confidential Information” means all information that is not in the public domain, which is by its nature
confidential or that has been designated as confidential by the disclosing party and includes but is not
limited to trade secrets, know-how, financial information and other commercially, scientifically or
academically valuable information of whatever description and in whatever form (whether written or oral,
visible or invisible).
“Creative Works” means original works in which copyright subsists, including artistic works, literary works,
dramatic works, musical works, cinematograph films, sound recordings, broadcasts, digital media works,
multi-media works and certain types of performances, that are primarily intended to be artistic or
entertaining in character (but not including Scholarly Works or Educational Materials).
"Creator” means a Staff or Student, who in the case of:
a. works and other subject matter in which copyright subsists, is an author of the work or (in the case of
subject matter other than works) another first holder of copyright as determined under the Copyright
Act 1968;
b. an invention, is an Inventor of the invention as determined under the Patents Act 1990;
c.
a design, is a Designer as determined under the Designs Act 2003;
d. plant varieties, is a Breeder as determined under the Plant Breeder’s Rights Act 1994; or
e. any other IP right, is a natural person whose acts caused the IP to come into existence.
“Deal With, Dealing With or Dealt With” means to enter into any agreement relating to IP to dispose of,
grant rights to, Commercialise, mortgage, charge, lien or otherwise encumber any IP.
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“Director” means the executive director, director or chief executive officer of the respective Government
Funded University Research Facility who has delegated authority from the University Council to execute
this Deed on behalf of the University.
“Educational Materials” means works, created by Staff, in which copyright subsists which are created or
used for the primary purpose of teaching and educating at the University (in any medium), including but not
limited to course and curriculum designs (including course software), notices, guides, lecture notes, audiovisual aids, including such materials produced using any and all electronic means and whether delivered in
a copy or digital format, demonstration prototypes developed for teaching purposes, assessment and
examination instruments, marking instruments, including all academic papers and anthologies produced for
or provided to Students or Staff for the purposes of teaching and educating at the University (but not
including Scholarly Works or Creative Works).
"Enrol" “Enrolled” or "Enrolment" means the act of a Student accepting an offer of admission and
registering for courses at the University, by carrying out the specified enrolment procedures of the
University.
“External Organisation” means a legal entity other than the University, including but not limited to granting
bodies, other academic or research institutions, and industry partners.
“Griffith University Intellectual Property Policy” means the document of the same name, approved and
amended by the University Council from time to time.
“Government” means the government of any State or Territory of Australia, which includes but is not
limited to any State, Territory or Federal government agency, statutory body or government owned
corporation.
“Government Funded University Research Facility” or “Government Funded University Research
Facilities” means each of the following facilities or research units:
a. Eskitis Institute for Cell and Molecular Therapies;
b. Queensland Compound Library;
c.
Queensland Tropical Health Alliance;
d. Institute for Glycomics;
e. Queensland Microtechnology Facility;
f.
Smart Water Research Centre; and
g. any other Government funded research facility established at the University from time to time that is
governed by an agreement which incorporates benefit sharing provisions.
“Intellectual Property” or “IP” means all statutory and other proprietary rights (including without limitation,
rights of registration or application for registration) relating to:
a.
artistic, dramatic, literary and musical works in which copyright subsists;
b.
scientific works (including field and laboratory notebooks) in which copyright subsists;
c.
cinematographic and multimedia works in which copyright subsists;
d.
performances of performing artists, sound recordings and visual and/or sound broadcasts in which
copyright subsists;
e.
patentable and non-patentable inventions and discoveries;
f.
registered and unregistered trade marks, designs, plant varieties;
g.
circuit layouts and topographies;
h.
databases, computer software and related material not otherwise coming within any of the other
designated items of IP;
i.
Confidential Information; and
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Researcher’s Deed
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all other rights resulting from intellectual activity in all fields of human endeavour,
but does not include any Moral Rights.
“Moral Rights” has the same meaning as defined in the Copyright Act 1968 (Cth).
“Scholarly Works” means works in which copyright subsists, being works and materials that are the
conventional output of academic Staff, and are based on the Staff’s scholarship, learning or research,
including but are not limited to academic publications, journal articles, presentations, papers, and books
(including textbooks), and any such materials produced by Staff using any and all electronic means,
whether they are delivered in a copy or digital format (but not including Creative Works or Educational
Materials).
“Staff” means the Vice Chancellor, any one of the Deputy Vice Chancellors, Pro Vice Chancellors, other
members of the University Executive, members of academic staff and general staff. Staff includes any
person appointed to a visiting, adjunct, honorary, joint or sessional appointment by way of written
employment contract with the University (including but not limited to any externally funded academic
titleholder who is engaged pursuant to a relevant agreement between the titleholder’s employer and the
University).
“Student” means any person who has an active Enrolment status in a program of the University.
“University” means Griffith University, a body corporate established by the Griffith University Act 1998
(Qld).
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SIGNED AS A DEED
SIGNED, SEALED AND DELIVERED
by GRIFFITH UNIVERSITY
In the presence of:
)
)
)
)
)
……………………………………...
Signature of Witness
……………………………………..
[insert name]
[insert position]
…………………….………………..
Date
……………………………………...
Name of Witness (print)
SIGNED, SEALED AND DELIVERED
By [Insert full name of Researcher]
In the presence of:
……………………………………...
Signature of Witness
……………………………………...
Name of Witness (print)
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)
)
)
……………………………………..
Signature of [Researcher]
…………………….………………..
Date