Fillable IP Toolkit tools term sheet for model contracts tool 3

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IP Toolkit – Tool 3 Term Sheet for Model Contracts help you define and consider important matters for a project, whilst engaging with internal policies, processes and approval mechanisms. I can also help to when negotiating with collaborators and to capture the agreed terms

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Page 1 of 8 IPToolkitTS0715
IP Toolkit – Tool 3
Term Sheet for
Model Contracts
The Term Sheet assists you to:
define the project and consider important matters
engage appropriately with internal policies, processes and approval mechanisms
negotiate with collaborators, and
once it captures the agreed terms, use as contract drafting instructions.
If you mostly complete the bolded questions in this term sheet for your collaboration requirements, then the agreement
can be implemented in the Mini IP Toolkit Model Contract or a variation. If you complete more than just the bolded
questions use the IP Toolkit Model Contract or a variation of it. In addition, the IP Toolkit Considerations Checklist,
Mini Considerations Checklist, Model Confidentiality Agreement and contracts are at www.business.gov.au/IPToolkit.
Parties to collaboration contract
Sponsor details
Sponsor contracting name
ACN/ABN
Sponsor representative
Name
Address
Email
Mobile/Phone
Research Organisation details
ACN/ABN
Research Organisation representative
Principal Investigator
The Principal Investigator is the Project Manager unless otherwise stated.
Project Manager (if not
Principal Investigator)
Have the Parties completed the IP Toolkit or Mini Considerations Checklist?
Yes
No
Have the Parties signed a Confidentiality Agreement?
Yes
No
P
Page 2 of 8 IPToolkitTS0715
Project purpose and scope
Project title
Project objectives (optional)
Project background
(optional)
Anticipated major outputs/results (e.g. improved service through creation of new software for use at point of sale)
Project commencement date (specified or on last party signing)
Project term/end date (specified or when all obligations performed)
Project inputs
Location of Project activity
Location of governing jurisdiction of the Contract
(if different to above)
Project budget
Note: The total Project budget operates as the agreed financing for the Project and payments from budget are made
under Project activity. Payments are made by either collaborating party for milestones that are agreed at the start of
the Project, such as achieving agreed deliverables, and where appropriate should include contingencies (e.g. agreed
substituted research outcomes).
Total Project budget
(including salaries, travel, operating costs and capital)
$
Sponsor contribution
$
Research Organisation contribution
$
In-kind (non-monetary) contribution(s) of the Sponsor (e.g. resources, facilities and equipment)
Description
Value $
Provision date
In-kind contribution total $
In-kind (non-monetary) contribution(s) of the Research Organisation (e.g. resources, facilities and equipment)
Description
Value $
Provision date
In-kind contribution total $
Page 3 of 8 IPToolkitTS0715
Project staffing
Key Sponsor personnel involved with the collaborative project
1.
2.
3.
4.
5.
6.
Arrangements for agreeing substitutes (if applicable)
Key Research Organisation personnel involved with the collaborative project
1.
2.
3.
4.
5.
6.
Arrangements for agreeing substitutes (if applicable)
Total staff numbers provided by Sponsor
Full-time
Part-time
Total staff numbers provided by Research Organisation
Full-time
Part-time
Is recruitment of staff required?
Yes
No
If Yes, is approval from other party required?
Yes
No
Are there any students or volunteers participating in the project?
Yes
No
If Yes, provide name(s)
Project and loaned equipment
Project equipment newly purchased as part of this project will be owned by:
A - Sponsor or Research Organisation (specify)
B - Sponsor and Research Organisation (provide
details)
Sponsor list of loaned equipment and specify conditions for each loan (where applicable)
1.
2.
3.
Research Organisation list of loaned equipment and specify conditions for each (where applicable)
1.
2.
3.
If applicable, indicate where loaned equipment is owned by a third party and who maintains and insures it
Page 4 of 8 IPToolkitTS0715
Intellectual Property, Confidentiality and Liability
IP register required?
Yes
No
For Sponsor – any Background IP (including third party IP), confidential information or other related material to be
provide by the Sponsor and by when
Background IP list
Third party IP list
Confidential information list (specify)
Other material for use on Project
Confidentiality of all Background IP
Yes
No
For period of
Confidentiality of other related materials
Yes
No
For period of
Mechanism(s) required of the Research Organisation for protecting Background IP, confidential information and/or other
material (e.g. storage of confidential data in safe overnight)
Any grant relating to Background IP, third party IP, confidential information or other material other than for use in the
collaboration
Any condition of use of Background IP, third party IP, confidential information or other material to other party for internal
purposes
Any condition of use of Background IP and third party IP, confidential information or other material to other party for other
purposes
For Research Organisation – any Background IP (including third party IP), confidential information or other related
material to be provided by the Research Organisation and by when
Background IP list
Third party IP list
Confidential information list (specify)
Other material for use on Project
Confidentiality of all Background IP
Yes
No
For period of
Confidentiality of other related materials
Yes
No
For period of
Mechanism(s) required of the Sponsor for protecting Background IP, confidential information and/or other material
Page 5 of 8 IPToolkitTS0715
Any grant relating to Background IP, third party IP, confidential information or other material other than for use in the
collaboration
Any condition of use of Background IP, third party IP, confidential information or other material to other party for internal
purposes
Any condition of use of Background IP and third party IP, confidential information or other material to other party for
other purposes
Liability – Indemnities, warranties and insurance to apply (select ALL that apply)
A - General legal principles to apply
Project specific issues
B - Each party to indemnify the other
C - Research Organisation to indemnify Sponsor and Sponsor’s personnel
D - Any other warranties or indemnities to apply
Any limitation of liability (cap)
Any insurance arrangements including commonality of insurers:
Sponsor
Research Organisation
Project activity
Note: Collaborators must create deliverables that are detailed enough to be incorporated in a Schedule of works in the
Model Contract.
Major Project deliverable(s) by Sponsor (if applicable) (e.g. provision of product fulfilling all specifications)
Major Project deliverable(s) by Research Organisation (e.g. alpha software developed as specified)
Payment schedule for Milestones – include achievement criteria, amount and due dates
(Examples may include: contract agreed; prototype complete and functioning as specified; software tested and
functioning as specified; Patent or Design application submitted; Final Report detailing completion of all deliverables as
specified):
Milestone with Criteria
Amount $
Due date
Outline any contingencies for not meeting a specific Milestone (e.g. meeting between parties)
Page 6 of 8 IPToolkitTS0715
Obligations for record keeping and data management (e.g. research material and data to be kept secure and
confidential onsite)
Reporting
Reports provided in specified format from the Research Organisation will concern (e.g. regular progress reports
that include minimum requirements, progress made against deliverables, financial tracking against project budget, page
length, and other factors that affect the Project)
Report title or description
Requirements (e.g. format and content)
Period (e.g. monthly)
Sent to (e.g. email address and/or
physical address)
Dispute Resolution
Note: A party must notify the other party of a dispute.
If parties cannot agree on an issue of a notified dispute within an agreed number of business days
(default 20 days unless otherwise specified) then parties (select one):
A - must refer dispute for expert determination (parties must agree to be bound by the outcome)
B - must appoint a mediator and participate in mediation
C - must refer dispute for arbitration (parties must agree to be bound by the outcome)
D - may refer the dispute for alternate dispute resolution
Project outputs
If applicable, nominate which party owns Deliverable(s)
Plans/Reports/Photos
Inventions/Prototypes/Products/Services
Software/Tests
Designs/Patents
Note: In both contracts, unless agreed otherwise, the owning party of the Project IP owns it on creation. They may
choose whether to pursue registration or other protection in their name at their own expense but must also first consult
with the other party.
The Sponsor seeks to
(e.g. commercialise Project innovation while allowing researcher articles to be published)
The Research Organisation seeks to
(e.g. allow research articles to be published while Project innovation is commercialised)
The ownership, use or exploitation of the created Project IP:
By the Sponsor as specified in the Project deliverables above (to be in a Schedule in the Model Contract) is
By the Research Organisation specified in the Project deliverables above (to be in a Schedule in the Model
Contract) is
Page 7 of 8 IPToolkitTS0715
All non-specified Project IP (and other research results) is to be owned on creation by
(select one)
A - the Sponsor
B - the Research Organisation, or
C - both parties jointly as ‘tenants in common’ in the following proportions (e.g. 50% each) – if chosen see clause 9
of Project Details in the IP Toolkit Model Contract
D - other (describe)
Registration and payment for Project IP (select one)
A - The owning party decides whether to apply for registered IP at their own expense after consulting
other party(s)
B - Other mechanism to decide whether to apply for registered IP and all IP payments from collaboration output
which is:
Project IP commercialisation rights, conditions and period (select one)
A - Only the owning party can commercialise Project IP
B - The owning party has the first right to commercialise Project IP for an agreed number of years from
end of the term, then the other party may request a licence on reasonable terms
Number of years from end of the term
C - Either party may commercialise the Project IP subject to a right of refusal of commercialisation for an agreed
number of days (after which the other party may instigate commercialisation)
Number of days
D - Only through an agreed commercialisation agreement/strategy (risks having no agreement) where a party can
only commercialise as agreed in writing
E - (generally only for joint IP) Either party may commercialise the IP as agreed (e.g. 50% each of net income after
costs)
Conditions of above are: (e.g. notify other party, prior written consent, as agreed, for fee or fee on reasonable
commercial terms)
Publication of the following material is permitted by the Research Organisation (select one)
A - All Project research outcomes and deliverables except those relating to Patent or Design applications
planned or in progress
B - Listed Project research outcomes or deliverables
C - All material comprising Project IP owned by the Research Organisation (on completion of Project)
D - Other (describe)
Page 8 of 8 IPToolkitTS0715
Other contract provisions
Special conditions (e.g. Research Organisation moral rights obligations; Occupational Health and Safety
requirements; Access to facilities; Easy Access IP communications)
Post project needs and obligations
What activities/obligations are to continue after the collaboration (notwithstanding the survival of rights in IP)
(Examples below)
Confidentiality obligations
Ability to provide improvements
Further research
Ability to use the research for teaching
Reasonable requests for data
Other
List Attachments that form part of this Term Sheet (affix or upload)
1.
2.
3.
Publication is subject to the following conditions
A - Nil
B - Only after a set period after the Project term
(e.g. 18 months, a typical Patent publication timeline which is also suitable for designs)
C - With prior written consent of the Sponsor on a case-by-case basis
(e.g. notify Sponsor of all proposed publications at least 10 working days before they are submitted)
D - Only after the application for registration of the Project IP
E - In a particular journal
F - Other conditions of publication (e.g. a party may publish after a specified period from notifying other party(s))
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Completed 14 August 2019

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