Student intellectual property and confidentiality agreement

Student IP assignment and confidentiality deed (v. 03/2012) 1

Parties

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

Student

the

individual specified in the schedule

Background

A The Student is a student of UQ whose studies include

participating in the Project.

B The Student, after seeking independent legal advice (an

executed copy of which advice shall be furnished to UQ

simultaneously with this Agreement), has agreed on the terms

and conditions of this Agreement to:

(a) keep the Confidential Information confidential; and

(b) assign to UQ all Intellectual Property created or

acquired by the Student during his or her participation

in the Project.

Operative terms

1 Definitions and interpretation

1.1 Definitions

In this agreement:

Attorney

means any attorney appointed under this

document and any person who by delegation

directly or indirectly derives a right from an

Attorney.

Business Day

means a day

in Brisbane which is not on a

weekend or a public holiday

gazetted by the

State of Queensland for Brisbane

Confidential

Information

means any ideas, concepts, drawings,

technical information, financial information,

trade secrets, know

-how, computer source

code, integrated circuit layout designs and any

other information of any kind or any part

thereof, and in any form or medium

whatsoever, relating directly or indirectly to the

Project or the operation of UQ other than

information in the public domain oth

er than by

breach of an obligation of confidence.

DVC

means the Deputy

-Vice-Chancellor

(Research) as appointed from time to time.

Intellectual

Property

includes all copyright and neighbouring rights,

and all rights in relation to inventions

(including pa

tents), plant varieties, registered

and unregistered trade marks, registered

designs, confidential information (including

trade secrets and know

-how) and circuit

layouts and all other rights resulting from

intellectual activity in the industrial, scientifi

literary or artistic fields.

IP Policy

means the intellectual property policy

approved by UQ’s governing body, as

amended from time to time.

Moral Rights

means moral rights as described in Part IX of

the Copyright Act 1968 and any analogous

rights ari

sing under statute that exist, or may

come to exist, anywhere in the world.

Project

means the research project(s) described in the

schedule.

Project

Intellectual

Property

means all Intellectual Property created or

acquired in the course of the Project.

UQ’s

Representative

means the person specified as UQ’s

representative in the schedule, as varied by

UQ from time to time.

Thesis

means the Student’s thesis or any other work

required for assessment purposes, relating to

the Student’s participation in the

Project.

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 Student and

references to the parties mean both UQ and the

Student; and

any limitation on the construction of general language

that is followed by specific examples.

2 Intellectual property

(a) Subject to the copyright referred to in clause 4(a), the

Student hereby assigns to UQ all Project Intellectual

Property created or contributed by the Student.

(b) The Student agrees to execute any document and to do

all things that may be necessary to give effect to the

assignment in this clause and record the assignment of

the Project Intellectual Property with any relevant

intellectual property office.

Attorney:

(i) with the power at any time to:

(A) do everything which in the Attorney’s

reasonable opinion is necessary or

expedient to enable the exercise of any

right of UQ in relation to this Agreement

including:

(I) performing any act to be done; and

(II) signing any document which would

otherwise be signed by the Student,

including any patent application

document which requires the

signature of the inventor,

Student IP assignment and confidentiality deed (v. 03/2012) 2

in order for UQ to obtain, enforce or

otherwise deal with any Intellectual

Property from the Project which may arise

in any country;

(B) complete this document;

its powers (including this power of

delegation); and

(D) exercise any right solely for the benefit of

UQ even if exercise of the right constitutes

a conflict of interest or duty; and

(ii) if the Student is in default under this Agreement,

to do all acts and things which the Student is

obliged to do under this Agreement.

(d) The Student by this Agreement ratifies anything done or

not done by the Attorney pursuant to the power of

attorney.

(e) The appointment of UQ as the Student’s Attorney under

clause 2(c) will continue beyond the cessation, for any

reason, of the Student’s involvement with the Project.

3 IP policy

(a) The Student agrees to comply with the IP Policy.

(b) To the extent that the terms of this Agreement are

inconsistent with the IP Policy, the terms of this

Agreement shall prevail.

4 Copyright in theses and publications

(a) Notwithstanding anything else in this Agreement, the

Student retains copyright in his or her Thesis and in any

other articles for publication authored solely by the

Student.

(b) The Student grants a permanent, irrevocable, royalty-

free, non-exclusive licence to UQ to use and reproduce

his or her Thesis for non-commercial educational and

research purposes. This licence is in addition to any

rights set out in UQ’s policies, rules, or procedures

relating to theses including the IP Policy.

5 Protection of the assessment process

(a) Nothing in this Agreement will prevent the Student’s

Thesis from being created or assessed in accordance

with UQ’s rules and procedures relating to assessment.

(b) The Student acknowledges that any restrictive rules for

theses containing Confidential Information may operate

for such assessment.

6 Publication

(a) The Student must not publish, and must not allow to be

published, the Student’s Thesis or any Project

Intellectual Property without the prior written consent of

UQ’s Representative, which consent may not be

unreasonably withheld.

(b) If UQ’s Representative deems it necessary to impose

measures limiting access to the Student’s Thesis for the

purpose of maintaining the confidentiality of any

Confidential Information or Project Intellectual Property,

the Student agrees to cooperate with UQ in that regard

and to comply with any such measures.

7 Sharing of income

(a) In consideration of the assignment in clause 2(a) and

the licence granted in clause 4(b), UQ will ensure that

the Student is included, along with any other student or

any of UQ’s employees who participated in the

generation of the Project Intellectual Property, in

sharing any income arising from the commercial

exploitation of the Project Intellectual Property in

accordance with the IP Policy, if this should occur.

(b) The sharing of any commercial benefits received from

the commercial exploitation of the Project Intellectual

Property will be in accordance with the IP Policy, which

the Student acknowledges may be varied from time to

time.

8 Confidential information

(a) The Student must not disclose, or allow to be disclosed,

any Confidential Information to any person except:

(i) as required by law if the Student has given UQ all

available notice to enable UQ to attempt to

remove that requirement and only discloses the

minimum information required; or

(ii) with the prior written consent of UQ’s

Representative.

(b) The Student agrees not to use any Confidential

Information (whether owned by UQ or a third party)

disclosed to the student for a purpose related to the

Student’s participation in the Project for any other

purpose, without the prior written consent of UQ’s

Representative.

(whether owned by UQ or a third party) which the

Student is granted the right to use for a purpose related

to the Student’s participation in the Project for any other

purpose, without the prior written consent of UQ’s

Representative.

(d) The Student agrees to comply with any terms imposed

on UQ by a third party in relation to the use and

confidentiality of any confidential information or

Intellectual Property, as if the Student was bound by

those terms.

(e) If the Student’s participation in the Project comes to an

end for any reason, the Student will deliver to UQ’s

Representative, all documents and data of any nature

relating to the Project including any Confidential

Information and must not take nor retain any

documents, disks or data in any form containing or

relating to any Confidential Information.

9 Moral rights

(a) To the extent permitted by law, the Student hereby

consents to and authorises:

(i) UQ;

(ii) UQ’s licensees and successors in title; and

(iii) any other person authorised by UQ or by such a

licensee or successor in title,

(each a “Beneficiary”) to perform, and refrain from

performing, all acts to enable the Beneficiary to enjoy

the full benefit of the Project Intellectual Property which

might otherwise amount to an act or omission in breach

of the Student’s Moral Rights in respect of the Project

Intellectual Property.

(b) Without limiting clause 9(a), the Student hereby

Student IP assignment and confidentiality deed (v. 03/2012) 3

consents for each of the Beneficiaries to:

(i) make alterations to or deletions from the Project

Intellectual Property, however substantial they

might be; and

(ii) use the Project Intellectual Property in a manner

that does not identify the Student.

respect of the Student’s Thesis or any other articles for

publication authored solely by the Student.

(d) The Student acknowledges and agrees that the consent

given in this Agreement is genuinely given and not

provided under duress, and the Student further

acknowledges and agrees that this consent is

unconditional and irrevocable.

10 Student warranties

(a) The Student warrants that any works created by the

Student during his or her participation in the Project will

be his or her own original work, except for insubstantial

excerpts from other works included with

acknowledgment of the original copyright owners.

(b) The Student warrants that his or her performance of all

of the terms of this Agreement does not and will not

breach any agreement to keep confidential any

confidential information acquired by the Student prior to

his or her participation in the Project and agrees not to

enter into any agreement (whether written or oral) that

conflicts with this Agreement.

11 Authority

The Student authorises UQ to make the terms of this

Agreement and the fact of the Student’s obligations under it

known to any person, including a future employer of the

Student.

12 Review

(a) If the Student is dissatisfied with a decision of UQ’s

Representative under this Agreement, including the

withholding of any consent, the Student may notify the

Chair of the Research Degrees Committee in writing

that the Student requests a review of that decision.

(b) The Chair of the Research Degrees Committee shall

make a response to the Student not later than five

Business Days from the date the matter is raised. If the

Student is dissatisfied with the reply (or if the reply is

not timely) the Student should advise the DVC of the

unresolved dispute.

dispute in accordance with the appeals process

outlined in the IP Policy.

(d) The Student must comply with the decision of UQ’s

Representative until such time as the DVC notifies the

Student in writing of the decision in relation to the

appeals process.

13 Survival of obligations

The obligations in this Agreement will survive termination of

the Student’s enrolment at UQ and will not merge on

completion of the transactions contemplated by this

Agreement.

14 Governing law

This Agreement is governed by and is to be construed in

accordance with the laws applicable in Queensland and the

parties irrevocably submit to the non-exclusive jurisdiction of

the courts of Queensland and courts competent to hear

appeals from those courts.

Execution

SIGNED for and on behalf of

THE UNIVERSITY OF

QUEENSLAND

by its duly authorised officer:

in the presence of:

..............................................

Executive Dean / Director

..............................................

Print name

..............................................

Print title

....................................

..........

Witness (Print Name)

..............................................

Date:

SIGNED by

the Student

in the presence of:

..............................................

Signature

..............................................

Date

........

......................................

Witness

........................

......................

Print Name of Witness

Student IP assignment and confidentiality deed (v. 03/2012) 4

Schedule 1

STUDENT

Student’s Name: ______________________________________________________________________________________________

Student’s Address: ______________________________________________________________________________________________

Student No: ____________________________

UQ REPRESENTATIVE

Director, Research Partnerships, UQ Research and Innovation

PROJECT

Project Description including project title: __________________________________________________________________________

___________________________________________________________________________________________________________________

Title of Thesis: __________________________________________________________________________

Course of Study: __________________________________________________________________________

Name of School/Faculty: __________________________________________________________________________

Name of Principal Supervisor: __________________________________________________________________________

Student IP assignment and confidentiality deed (v. 03/2012) 5

Schedule 2

CERTIFICATE BY INDEPENDENT LEGAL ADVISER

To:

The University of Queensland

I __________________________________________________ (full name)

of __________________________________________________ (full address)

CERTIFY THAT:

1. I am admitted to practice as a solicitor.

2. I have been retained by ____________________________________ (full name of student) (“the Student”) to advise the Student in

relation to a Student Intellectual Property and Confidentiality Agreement to which this Certificate is attached.

3. I have been retained by the Student independently of The University of Queensland, and independently of UniQuest Pty Limited

4. I have fully advised the Student in relation to:

(a) the Student’s ownership of the intellectual property being assigned;

(b) the choices available to Student in relation to the Student’s ownership of the intellectual property being assigned;

(c) what the Student will be foregoing as a result of executing the Student Intellectual Property and Confidentiality Agreement;

(d) the benefits described in the Student Intellectual Property and Confidentiality Agreement that will accrue to the Student as a result of

signing the Student Intellectual Property and Confidentiality Agreement;

(e) the Student’s obligations in the Student Intellectual Property and Confidentiality Agreement;

(f) the Student’s rights in the Student Intellectual Property and Confidentiality Agreement; and

(g) the nature and effect of the Student Intellectual Property and Confidentiality Agreement.

5. I asked the Student whether the Student understood the Student Intellectual Property and Confidentiality Agreement and my advice and

the Student responded “Yes”.

6. I asked the Student whether the Student executed/intended to execute the Student Intellectual Property and Confidentiality Agreement

voluntarily and the Student responded “Yes”.

Dated _____________________

Signature _____________________

Print full name _____________________