Copyright License – Terms and Conditions

This document comprises the terms and conditions of a License to use copyright material between the Licensor and the Licensee.

RECITALS
A. The Licensor is the absolute owner of the entire unencumbered copyright in workplace compliance documentation described in the Schedule (“the Works”).
B. The Licensor has agreed to grant a License of the Works to the Licensee and the Licensee has agreed to accept such License on the following terms and conditions.

THE PARTIES AGREE as follows:
Definitions and Interpretation
1. (1) In this Agreement:
“Author” means Yasmine Healy;
“Copyright” means:
(a) any copyright under the Copyright Act 1968 (Cth);
(b) any copyright under the law of a country other than Australia; and
(c) rights in the nature of or analogous to the rights in (a) and (b) under the law of Australia or any other country (including future copyright and rights in the nature of or analogous to copyright);
“Health Care Business” means the business operated by the Licensee;
“Licensee” means the party to this agreement, operating a Healthcare Business, as defined on the execution page;
“Licensor” means ClinLegal Pty Ltd ACN 123 733 479 of Level 3, 44 New Town Road, New Town 7008 in Tasmania;
“Moral Rights” means rights of integrity, rights of attribution and other rights of an analogous nature which may now exist or which may exist in the future in respect of the Works under the Copyright Act 1968 (Cth) or under the law of a country other than Australia;
“Performers’ Protection” means the protections in performances granted to performers in Part XIA of the Copyright Act 1968 (Cth) or under the law of a country other than Australia;
“Practice” means the health care business operated by the Licensee at its main location and no more than two additional branch locations; and
“Schedule” means the schedule to this Agreement.

(2) In this Agreement:
(a) words or phrases defined in the Copyright Act 1968 (Cth), as amended, will have the same meaning if used in this Agreement unless the contrary intention is shown or the meaning is inconsistent in the context;
(b) “related body corporate” will have the meaning as defined in the Corporations Act 2001 (Cth);
(c) this Agreement may not be construed adversely to a party only because that party was responsible for preparing it;
(d) headings are for convenience only and do not affect the interpretation of this Agreement;
(e) references to the singular include the plural and vice versa;
(f) references to a person or words denoting a person includes a company, statutory corporation, partnership, joint venture and association, and includes that person’s legal personal representatives, executors, administrators, successors and permitted assigns;
(g) every obligation entered into by two or more parties binds them jointly and each of them severally;
(h) where any word or phrase is defined in this Agreement, any other grammatical form of that word or phrase will have a corresponding meaning;
(i) “includes”, “including” and similar expressions are not words of limitation;
(j) all monetary amounts are in Australian dollars; and
(k) reference to any agreement or other document annexed to or referred to in this Agreement includes any amendments to it and any documents in addition to or in substitution for which it has been approved in writing by the parties to this Agreement.

License

2. In consideration of the payment of the License Fee (“License Fee”) by the Licensee to the Licensor on or before the Commencement Date, the Licensor grants to the Licensee a non-exclusive License to access, download, amend and use the Works for the sole benefit of its Practice for the purposes of risk management and compliance in respect of the whole or any part of the Works for the period of 12 months (“the Term”) commencing on the date of this Agreement (“the Commencement Date”) 12 months after (“the Termination Date”).

Acknowledgment

3. (1) The Licensee acknowledges that:
(a) copyright in the entire Works or any part of the Works is and remains the sole property of the Licensor and that the Works must only be used or dealt with by the Licensee as provided in this Agreement; and
(b) the License Fee will not in any circumstances be repayable to the Licensee either wholly or partly by the Licensor.
(2) The Licensee must ensure that all copies of the Works printed, published, made, reproduced, or otherwise used (including electronic material) by the Licensee bears the symbol © accompanied by the Licensor’s name, and the year of first publication of the Work along with any other acknowledgment the Licensor may direct the Licensee to include from time to time.
(3) The Licensee must ensure that the Works are not subjected to any treatment which is prejudicial to the honour or reputation of the Licensor and/or Author and do not infringe the moral rights of the Author.

Obligations of the Licensee

4. (1) During the Term of the License the Licensee must:
(a) promptly advise the Licensor of any legal proceedings or threat of legal proceedings which may involve the Works;
(b) if requested by the Licensor, keep the Licensor advised of the progress of any legal proceedings involving the Works. In particular, the Licensee must take into account and adhere to the views of the Licensor in relation to the conduct or settlement of any such legal proceedings;
(c) for the purposes of this clause the Licensee must provide to the Licensor, at the request of the Licensor, copies of any documents or other material including legal advice relating to any such legal proceedings.
(2) The Licensee must not:
(a) hold itself out, engage in any conduct or make any representation which may suggest to any person that the Licensee is for any purposes the agent of the Licensor;
(b) sell, offer to sell or License the Works to any other party;
(c) allow any other party, either directly or indirectly, other than the Licensee to download, access, review, read, use, or benefit from the Works other than in accordance with this Agreement.

Obligations of the Licensor

5. (1) The Licensor will issue the Licensee with a password enabling the Licensee to access the Works from the ClinLegal infoportal on its website following receipt of the License Fee or the Commencement Date, the later of the two, to enable the Licensee to access and download the Works.
Limitation of liability
6. (1) The Licensee acknowledges and agrees that:
(a) the Works have been written by the Licensor as a template document to promote compliance with relevant Australian regulations as at the date of this agreement;
(b) it is the Licensee’s obligation, and at its sole risk, to amend the Works to suit its Practice and meet legal requirements;
(c) the Licensor gives no warranty as to suitability of the Works for the Licensee’s Business; and
(d) the Licensee uses the Works at its own risk and on the basis of its independently obtained legal advice.
(2) The Licensee agrees that the Licensor or any employee or agent of the Licensor is not liable, to the extent permitted by law, in negligence, tort or contract including breach of a condition, term or warranty under this Agreement, for any loss, damage or injury occasioned directly or indirectly to the Licensee arising from or caused by the provision, use or commission of the Works, advice or support under this Agreement or the use made of them by the Licensee.
(3) The Licensee forever discharges and releases the Licensor or any employee or agent of the Licensor against any claim, complaint, loss or damage arising out of this Agreement.

Termination

7. (1) The Licensor may immediately terminate this Agreement by written notice to the Licensee in the event that:
(a) the Licensee ceases to, or is unable to, pay its creditors (or any class of them) in the ordinary course of business, or announces its intention to do so;
(b) a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to the Licensee or any of its assets;
(c) the Licensee enters into, or resolves to enter into, a scheme or arrangement, compromise or composition with any class of creditors;
(d) a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of the Licensee; or
(e) anything having a substantially similar effect to any of the events specified above happens to the Licensee under the law applicable to this Agreement.
(2) Either party may terminate this Agreement by written notice to the other party if the other party fails to comply with or observe any of the provisions of this Agreement, and where that failure is capable of remedy the other party fails to remedy such a failure within 7 days of notice specifying the failure and requiring it to be remedied.
(3) If the Licensee terminates this Agreement prior to the term, it is not entitled to any refund whatsoever of all or part of the License fee.
Consequences of termination
8. On expiry of the Term or in the event of termination of this Agreement for any reason, all rights of the Licensee granted under this Agreement terminate immediately and the Licensee must immediately cease to use the Works in any manner whatsoever and must deliver up to the Licensor all copies of the Works in the possession, custody or control of the Licensee.

GST

9. (1) GST means a goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) (“GST Act”).
(2) In respect of any taxable supply, the Licensee must pay to the Licensor an additional amount equal to the License Fee plus the prevailing GST rate. The additional amount referred to in this clause 9 is payable at the same time and in the same manner as the License Fee subject to the receipt by the Licensee of a valid tax invoice (as defined in the GST Act).

General

10. (1) The Licensee must not assign all or any of its rights given to it under this Agreement without the prior written consent of the Licensor.
(2) Nothing herein contained will be deemed or construed to prevent or limit the Licensor from assigning the Agreement or any interest therein to any person.
(3) This Agreement is to be read and construed according to the laws of the State of Tasmania and the parties submit to the jurisdiction of that State and the Commonwealth of Australia.
(4) This Agreement sets out the entire agreement of the parties and may not be varied except in writing signed by both the parties.
(5) If any provision of this Agreement is held by a court to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
(6) All stamp duties and governmental charges arising out of or incidental to this Agreement are the responsibility of and must be paid by the Licensee.
(7) Each party must do all acts and execute all documents necessary to give effect to this Agreement.

Notices

11. (1) All notices must be in writing and must not be delivered by electronic communication other than as set out below, but can be given by any one of the following means:
(a) by delivering it to the address of the party on a business day (in the place of receipt) during normal business hours;
(b) by sending it to the address of the party by registered post [or if registered post is not available by ordinary post]; or
(c) by sending it by electronic mail transmission to the designated email address of the party.
(2) A notice is deemed to be given and received:
(a) if given in accordance with cl 11(1)(a) on the next business day (in the place of receipt) after the day of delivery;
(b) if given in accordance with cl 11(1)(b) 3 clear business days (in the place of receipt) after the day of posting;
(c) if given in accordance with cl 11(1)(c) on receipt of a successful transmission report.
(3) The address referred to in cl 11(1) (in the absence of notice to the contrary) is set out below:

Schedule 1

The Works: The documents accessible from the ClinLegal member portal website to assist Healthcare
Practices to create a workplace that is employee friendly. The documents are tailored to assist Licensees to
understand and adhere to employment regulations and include employee contract precedents, workplace
policies, courses, position description, recruitment tools, management tools, staff forms and legal updates
employee management issues.