Asset Transfer and IP Licence Agreement
Patent Assignment means the patent assignment set out in Exhibit A to this Agreement.
Purchase Price has the meaning given in clause 3.1.
Recipient means a party that receives Confidential Information from a Disclosing Party.
Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).
Security Interest means a right, interest or power:
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reserved in or over an interest in any asset including any retention of title; or
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created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,
by way of security for the payment of a debt or any other monetary obligation or the performance of any other obligation and includes any agreement to grant or create any of the above.
Seller Improvements means all improvements, modifications, developments, adaptations or alterations to the Licensed IP Assets created, developed or discovered by or on behalf of the Seller or its Related Bodies Corporate during the Term.
Tax means any direct or indirect sales, use, value added, transfer, conveyance, ad valorem, stamp, stamp duty, recording, real property transfer or gains taxes or other similar tax, charge, impost, duty, fee, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Government Agency and includes any tax payable under a GST or similar act or any interest, fine, penalty, charge, fee or any other amount imposed in addition to, or in respect of any of the above.
Term means, in relation to the Licence, the period commencing on the Effective Date and ending 10 years after the Effective Date, unless terminated earlier in accordance with this Agreement.
Third Party Payments means any payments made by the Buyer under arrangements requiring the Buyer to pay or share revenue with any third parties, including franchisees, in relation to the Buyer Business.
In this Agreement headings are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires:
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words importing the singular include the plural and vice versa;
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words importing a gender include any gender;
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where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
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an expression importing a natural person includes any individual, company, partnership, joint venture, association, corporation or other body corporate and any Government Agency;
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no provision of this Agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or that provision;