DEED OF ASSIGNMENT OF INTELLECTUAL PROPERTY

DATE

THIS DEED is made on the day of 20 (Effective Date)

PARTIES

[Student Name] [Student Address] (Student)

and

Flinders University (ABN 65 542 596 200) a body corporate established pursuant to the
provisions of the Flinders University of South Australia Act 1966 (SA) and having its principal
office at Sturt Road, Bedford Park, South Australia (University)
together the parties

RECITALS

A. The Student is a student enrolled in a law degree at the University and is studying the topic
LLAW3301 Law in a Digital Age which requires the Student to learn to write legal software
applications for external organisations (Industry Partners) with an access to justice focus
(Projects).
B. The University has entered into Project collaboration arrangements and Intellectual Property
Licence Agreements (together Agreement) with Industry Partners for the purposes of carrying
out the Projects. These Projects are subject to the terms and conditions of the Agreement. To
enable the University to fulfil its obligations under the Agreement, the University requires the
Student to enter into this Deed.
C. The University also wishes to obtain, and the Student has agreed to grant, the irrevocable and
unconditional consent of the Student to certain acts or omissions which would, but for this
Deed, infringe the Student’s Moral Rights.

TERMS OF DEED

This Deed witnesses and binds the parties to the matters which follow.

1. DEFINITIONS

In this Deed, unless the contrary intention appears:

1.1 Confidential Information means any information in any form disclosed by a party to another
party or acquired by a party from another party, whether deliberately or inadvertently and
includes any information that: is by its nature confidential; is designated by the disclosing
party as being confidential; or the recipient knows or ought to know is treated and considered
to be confidential. Confidential Information also includes: any information concerning the
Project Intellectual Property; any information concerning Intellectual Property owned by the
University or a third party; and any information regarding the previous, current or future
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 business interests, operations or affairs, personnel policies or business strategies of the
University or any of its related corporations or of any person or entity with which the
University may deal with or be concerned. Information is not Confidential Information if it:
is in, or becomes part of, the public domain other than by breach of this Deed; is received by a
party from an independent third party who is lawfully in possession of it and who is entitled
to divulge it; or is independently created by the party seeking to disclose it, the reasonable
burden of proof being upon that party;

1.2 Intellectual Property means all past, present and future intellectual or industrial property
rights throughout the world and all associated goodwill, including without limitation: all past,
present and future rights in relation to inventions (including patents); copyright or rights
analogous to copyright (but excluding Moral Rights); trade marks (including service marks);
domain names; designs; Confidential Information (including trade secrets); know-how, plant
variety rights; eligible layouts and circuit layouts; whether unregistered; registered or
registrable and for the entire life of those rights and any renewals;

1.3 Projects means the projects described in Recital A.;

1.4 Project Intellectual Property means all of the Intellectual Property: developed for the
purposes of the Projects; or which results from or was created in the course of carrying out the
Projects, whether developed or created alone or jointly with other persons;

1.5 Moral Right takes its meaning from the Copyright Act 1968 (Cth) and means in relation to an
author: the right of attribution of authorship of a Work; the right not to have authorship of a
Work falsely attributed; and the right of integrity of authorship;

1.6 Policy means the University’s Intellectual Property Policy as published on its website and
amended from time to time;

1.7 third party includes the Industry Partner named in Recital B;

1.8 Specified Classes of Acts or Omissions means:

(a) failing to acknowledge or attribute the Student’s authorship of any Work;
(b) falsely attributing authorship of any Work of the Student; and
(c) making any modification, variation or amendment of any kind whatsoever to any Work of
the Student, whether or not;
i) it results in a material distortion, material mutilation, or material alteration of a
Work; and
ii) it is prejudicial to the honour or reputation of the Student; and

without limiting anything in this clause 1.8, the Specified Classes of Acts or Omissions may
include the following specific acts or omissions:
(d) reproducing, communicating, adapting, publishing, exhibiting or exploiting all or any part
of a Work, without acknowledging or attributing the authorship of the Student;
(e) materially altering the style, format, length, colours, content or layout of a Work;
(f) supplementing a Work with other material; and
(g) using a Work in a different context or for a different purpose to that originally envisaged;
and

1.9 Work means each and every work and other subject matter in which copyright subsists for
the purposes of the Copyright Act 1968 (Cth) developed for the purposes of the Projects by

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 the Student, or which results from or was created in the course of carrying out the Projects by
the Student, whether developed or created alone or jointly with other persons.

2. ASSIGNMENT OF INTELLECTUAL PROPERTY

2.1 The Student hereby agrees to assign, transfer and convey on and from the Effective Date the
Student’s entire right, title and interest in the Project Intellectual Property to the University.

2.2 The University hereby grants to the Student a non-exclusive, non-transferable, royalty-free,
fee-free, world-wide, unrestricted and perpetual licence (including the right to sub-licence) to
use, reproduce and publish the Project Intellectual Property.

2.3 In accordance with the Policy, but subject to any terms of the Agreement to the contrary, if
the University receives net revenue from any commercialisation of the Project Intellectual
Property, the University will grant the Student an appropriate share of the profits calculated
and paid to the University based on the Student’s contribution to the creation of that Project
Intellectual Property and as if the Student was a member of the staff of the University.

2.4 The University may assign any Project Intellectual Property rights acquired under this Deed
without the consent of the Student. In the event that the University assigns any such Project
Intellectual Property rights to a third party, the terms of that assignment will preserve the
rights of the Student under this Deed.

2.5 The Student hereby releases the University, and any third party, from any claims which the
Student may have (whether arising before or after the date of this Deed) in respect of or in
relation to this assignment of Project Intellectual Property.

2.6 The Student acknowledges and agrees that the release provided in clause 2.5 may be pleaded
as a bar to any action, suit or proceeding commenced now or taken at any time by the Student
against the University or any third party.

2.7 The Student agrees to provide promptly to the University, and to any third party, if requested,
all pertinent facts and documents he or she has in her possession, power or control resulting
from or created in the course of the Project concerning the Project Intellectual Property.

2.8 The Student agrees to assist the University, and a third party, if requested, in obtaining
protection of, maintaining, or defending the Project Intellectual Property and related rights;
the costs being met by the University or the third party and not the Student.

3. CONFIDENTIAL INFORMATION

3.1 The Student agrees to keep secret and confidential all Confidential Information and only use
it for the purposes of the Projects, or as otherwise permitted by this Deed.

3.2 The Student agrees it will not under any circumstances allow any other party to make or
receive copies of any Confidential Information.

3.3 Notwithstanding clause 3.1 and clause 3.2 the Student may disclose Confidential Information,
subject to the following exceptions and under the following conditions:
(a) as required by law; or
(b) with the written consent of the University, or a third party entitled to the protection of
such obligation of confidentiality.

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3.4 Notwithstanding clause 3.1 and clause 3.2, the Student may also:
(a) disclose that he or she has worked on the Projects. The Student may disclose the Projects
title or titles, but not details of the Projects, in order to demonstrate his or her
experience in the Projects. The disclosure permitted under this clause 3.4 (a) is only
permitted for academic purposes, or for the purpose of gaining employment with a
prospective employer; or
(b) liaise with and report to his or her academic supervisor in the course of his or her studies
on the Projects, provided the academic supervisor is subject to a confidentiality
agreement consistent with this Deed.

3.5 Nothing in this Deed will in any way restrict the process of assessment of the Student's
academic performance in the Projects.

4. MORAL RIGHTS CONSENT

4.1 The Student acknowledges that the Agreement may require a broad Moral Rights consent that
is contrary to the Policy and while the University will take reasonable steps to avoid accepting
such an obligation, it may not be possible to avoid the obligation without compromising the
Projects funding.

4.2 The Student hereby irrevocably and unconditionally grants to the University (and to any third
party who requires this consent) his or her consent to the Specified Classes of Acts or
Omissions defined in clause 1.8.

4.3 The Student confirms that he or she has read the Policy and acknowledges that the consent
granted in clause 4.2 is freely and genuinely given and was not obtained under duress.

4.4 If the Agreement requires the University to obtain a Moral Rights consent that is not
consistent with the Specified Classes of Acts or Omissions defined in clause 1.8, the Student
hereby irrevocably and unconditionally grants to the University (and to any third party who
requires this consent) his or her consent to the acts or omissions specified in the Agreement,
where such consent is required.

4.5 The Student agrees it will not make any claim against the University (or any third party) in
respect of any infringement of his or her Moral Rights in relation to any Work except where
the University has acted in breach of clause 4..

5. GENERAL

5.1 This Deed constitutes the entire agreement between the parties in connection with its subject
matter. This Deed supersedes any prior contract or obligation between the parties about its
subject matter.

5.2 No amendment or variation of this Deed is valid or binding on a party unless it is made in
writing and executed by the parties.

5.3 If any provision of this Deed is prohibited, invalid or unenforceable in any jurisdiction, that
provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity
or unenforceability without invalidating the remaining provisions of this Deed or affecting the
validity or enforceability of that provision in any other jurisdiction.

5.4 This Deed takes effect under and will be construed in accordance with the laws of South
Australia, Australia.

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5.5 The courts of South Australia or the Federal Court of Australia (Adelaide Registry) have non-
exclusive jurisdiction in connection with this Deed. The parties submit to the jurisdiction of
those courts and any courts which have jurisdiction to hear appeals from those courts.

5.6 The parties will resolve any disputes arising from this Deed promptly and amicably. In the
event that a dispute remains unresolved, the parties agree to mediate the dispute and the
parties will share equally all the costs of the mediation.

5.7 If the mediation under clause 5.6 is not successful in resolving the dispute, the parties will be
entitled to refer the dispute to a competent court in South Australia.

5.8 Nothing in this clause 5. prevents a party from seeking urgent interlocutory relief.

5.9 This Deed may be executed in any number of counterparts (including facsimile and electronic
counterparts) and all counterparts when exchanged will be taken to constitute one document.

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 EXECUTION

This document is executed as a DEED by, or for and on behalf of, the parties:

Signed by the:
Student

......................................................... Date ................................

(sign)

..........................................................
(print name)

in the presence of

......................................................... Date ................................

(sign)

..........................................................
(print name)

Signed for and on behalf of

the University by:

......................................................... Date ................................

(sign)

Title/Role:

in the presence of

......................................................... Date ................................

(sign)

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..........................................................
(print name)

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