2021-05-11 Services & Organisation Committee Meeting Agenda

SERVICES & ORGANISATION COMMITTEE MEETING AGENDA   11 MAY 2021




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SERVICES & ORGANISATION COMMITTEE MEETING AGENDA                                                 11 MAY 2021

                                                                                          AUSTRALIA

         OPERATIVE CLAUSES

         1.     Purpose
                The parties acknowledge and agree that the primary purpose of this MOU is to establish an
                enduring and mutually beneficial relationship between the parties by developing closer ties
                and undertaking the various associated activities {Principal Activities) further detailed in the
                Schedule.

         2.     Consultation and cooperation

         {a)    The parties recognise and agree that the proper performance of this MOU will require
                frequent and close cooperation between them. The parties will consult reasonably with one
                another in relation to all matters concerning the Principal Activities.

         {b)    The parties recognise that separate agreements may be required to properly document
                specific initiatives that the parties agree are to be implemented as part of developing closer
                ties in accordance with clause 1.

         3.     Intellectual property

         {a)    The parties agree that each party retains ownership of any intellectual property pre-existing
                or independently owned or developed by a party which is made available by a party to the
                other party for the purposes of this MOU.

         {b)    All rights, title and interest in such intellectual property is and remains the property of the
                relevant party but each party grants to the other party a licence to use, reproduce, adapt
                and communicate such intellectual property as may be used for purposes envisaged under
                this MOU. Such licence does not include any right to grant sub-licences.

         {c)    If however collaborative or joint activities give rise to intellectual property, the parties must
                use their best endeavours to agree on the ownership of such intellectual property and to
                ensure appropriate licences are provided to the other party {as may be reasonable and
                necessary in the circumstances). Any such agreement or licences must be documented in
                writing and approved accordingly.

         {d)   Both parties agree that all commercialisation opportunities resulting from joint research or
               joint activities will be assessed on a case-by-case basis and separate agreements will be
               negotiated and executed for each opportunity.

         {e)   All publications arising from joint research or joint activities will be jointly attributed to both
               USC and the other party, with USC to have the primary attribution for publications and the
               other party to have the secondary attribution.

        4.      Legal status
         {a)    Except as set out in clauses 3, 4, and 5:
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