Laboratory Supply Agreement

Laboratory Supply Agreement

  • Parties

AORTA means AORTA Australia Pty Ltd (ABN 42 605 087 849) of 11/37-39 Albert Road, Melbourne, VIC 3004, contactable on lab@aortaaustralia.com.au.

Customer means the natural person or company who indicates their acceptance of these terms by placing an Order with AORTA, either through the Website or otherwise.

  1. Background

Capitalised words and phrases are defined in the section of the document entitled “Definitions”.

  • AORTA provides laboratory Goods and Services, including aligners and associated services.
  • AORTA will provide the Goods and Services to Customer on the terms and conditions of the Agreement.

It is agreed as follows.

  1. Agreement Creation

Customer agrees to the terms of the Agreement.

  1. Agreement Duration

The Agreement will apply until all Goods and Services are delivered.

  1. Supply of Goods and Services

AORTA will provide the Goods and Services to Customer in accordance with the Agreement.

  1. Payment Calculation
  • AORTA will provide Customer with a pricelist for Goods and Services:
    • on the Website; or
    • by email to Customer.
  • AORTA may update this price list without notice to Customer.
  • Customer will pay AORTA the prices specified by AORTA in the pricelist for any Goods or Services ordered by Customer.
  • To the extent of any conflict between different price lists supplied to Customer, the most recent price list at the time the order was placed will determine the price payable for Goods or Services.
  1. Payment Method

Following delivery of the Goods and the provision of the Services, AORTA will issue Customer with an invoice for the Goods and Services. Customer will pay this invoice within 14 days of AORTA issuing the invoice.

  1. Title

Title and risk to the Goods transfers on delivery of the Goods.

  1. Failure to Pay
  • If Customer fails to pay any amount due under the Agreement on time, AORTA may at its discretion immediately charge Customer interest on the overdue amount at an interest rate equal to the ATO GIC Rate (https://www.ato.gov.au/Rates/General-interest-charge-(GIC)-rates/).
  • If payment is overdue for longer than 7 days, AORTA may suspend the provision of the Goods and Services to Customer until the overdue payment is received.
  1. Placement of Orders

Customer may place an Order by:

  • Placing an Order on the Website; or
  • Providing AORTA with a completed order form of the form specified by AORTA. An example order form is attached at Schedule 1. AORTA may update this order form, including any prices contained therein without notice to Customer.
  1. Cancellation of Orders
  • The parties agree and acknowledge that the placement of an Order pursuant to clause 9 above will result in AORTA incurring various fees, costs and expenses in preparing the Goods and providing the Services. Accordingly, Customer’s obligation to make payment pursuant to clause 5 above will arise immediately following the placement of such Order. No refund will be available to Customer arising from any cancellation or amendment to the Order.
  • Each Order for Goods or Services will constitute a separate agreement between Customer and AORTA that incorporates the terms of this document.
  1. Practice Obligations

Customer will:

  • ensure that all patients are properly advised of the clinical risks surrounding aligner treatments;
  • obtain and retain from each patient a signed privacy disclosure statement that secures all necessary permissions to disclose Patient Data to AORTA; and
  • forward a copy of this privacy disclosure statement to AORTA.
  1. Confidentiality
  • Keeping secret

Both AORTA and Customer will Keep Secret the Confidential Information of the other party perpetually and use it only for performing obligations or exercising rights under the Agreement.

  • Handling information post agreement

Upon termination of the Agreement, each party must return, or at the discretion of the other party, delete or destroy all Confidential Information in its possession or control, except where that party is required to maintain records of the Confidential Information by any applicable law or regulatory requirement.

  1. Information Provided
    • To the extent permissible by law, AORTA does not represent or warrant that any information it provides as part of the provision of the Goods or Services (Supplied Information) is complete or correct.
    • Customer agrees that it should verify any Supplied Information before using or relying on it in any way, and that no Supplied Information provided is clinical advice.
    • AORTA may change the Supplied Information at its discretion without any warning or notification to Customer.
    • To the extent that Supplied Information concerns third parties, Customer agrees that AORTA does not endorse the third party (or its products and services) in any way.
    • The Customer agrees that no Supplied Information provided by AORTA should be taken as medical, dental or health care advice.
  1. Privacy
  • Customer is responsible for its own and its personnel’s compliance with privacy law.
  • In handling Personal Information in connection with the Services, Customer must comply (and ensure its personnel comply) with:
    • the AORTA’s privacy policy available at https://aortaaustralia.com.au/privacy-policy/
    • applicable professional ethics standards or rules, including AHPRA and ADA rules or standards relating to confidentiality or privacy;
    • AORTA’s reasonable privacy compliance and security procedures notified to Customer from time to time; and
    • privacy law.
  • Customer must not disclose any Sensitive Information of any individual to AORTA without first obtaining the informed written consent of the individual.
  • If AORTA prescribes a form for obtaining such consent, Customer must obtain consent in the form prescribed by AORTA.
  • Customer must keep a record of the consent in relation to any patient whose information it discloses to AORTA, and provide that record to AORTA on request.
  • Customer must include in its privacy policy a statement that it may disclose patient information to AORTA for support and training services.
  • Customer must immediately notify AORTA if it becomes aware of any:
    • inquiry or complaint regarding privacy by any individual;
    • breach of Customer’s privacy obligations under the Agreement;
    • unauthorised disclosure of, or access to, Personal Information;
    • disclosure or data breach of Personal Information; or
    • investigation by the Office of the Australian Information Commissioner or another government agency,

in connection with the Goods or Services, and must comply with AORTA’s reasonable instructions regarding the response to any such incident.

  1. Customer Warranties

Customer represents and warrants that:

  • Customer is a dental health professional or an entity which provides dental health services;
  • Customer has a current AHPRA registration;
  • Customer possesses all insurance policies required by law;
  • Customer possesses all radiation licences required by law;
  • Customer is not currently involved with any litigation with respect to any dental practice the Customer is involved with;
  • Customer is not involved with any disciplinary proceedings (current or pending) by the Dental Board;
  • Customer is competent to, and legally permitted to practice dentistry; and
  • where the Customer constitutes more than one individual, that the party entering the Agreement has all necessary authority to enter into the Agreement.

Customer agrees to promptly notify AORTA if any changes occur to Customer’s circumstances with respect to these warranties.

  1. Intellectual Property Ownership
  • Ownership of New IP

If Customer obtains any interest in the New IP, Customer Transfers Intellectual Property Ownership in the New IP to AORTA.

  • Licence to Patient Data

Customer grants a licence to AORTA to the Patient Data as described in the table below.

Topic Condition
Parties Customer grants to AORTA
Type Expansive Licence
Location Global
Period perpetual
Purpose any purpose whatsoever
Characteristics irrevocable
  • Customer licence

AORTA grants a licence to Customer to the New IP and the Background IP as described in the table below.

Topic Condition
Parties AORTA grants to Customer
Type Restricted Licence
Location Global
Period perpetual
Purpose for the purposes of delivering clinical services to Customer’s patients
Characteristics irrevocable
  1. Limitation of AORTA’s Liability

The amount Customer can claim from AORTA in relation to the Agreement, Goods and Services (including for any Example Limitation Risks) is Limited To The Legal Minimum.

  1. Indemnity by Customer

Customer will Cover All Costs of AORTA arising from the Example Limitation Risks, to the extent such losses are caused by the conduct of Customer.

  1. Termination
    • Agreement can be terminated for breach immediately by either party if:
      • either party notifies the other party in writing of an Agreement breach; and
      • 14 days after the breach notification, the Agreement breach is not remedied.
    • Agreement can be terminated by either party if the other party becomes insolvent.
    • Agreement can be terminated by either party for any reason, by giving 30 days written notice.
  1. Suspension of Services

AORTA may suspend the delivery of Goods and Services under this Agreement or any other goods and services under a Related Agreement if:

  • Customer breaches this Agreement;
  • Customer breaches any Related Agreement; or
  • any Related Agreement is terminated,

until such a time as any such breach is remedied to the satisfaction of AORTA in their sole and absolute discretion.

  1. Document Inconsistency Resolution

This document takes precedence over any Order documentation to the extent of any conflict between them.

  1. End of Agreement
  • Governing law

The governing law of the Agreement will be Victoria, and the parties agree that this state will be the exclusive jurisdiction for any proceedings under the Agreement.

  • Communications

The parties may send Communications to other Agreement parties using either:

  • the email addresses listed in the party details section of the Agreement;
  • the email address used by Customer to sign up for the Website; or
  • any email address used by Customer as a means of communication with AORTA.
  • Taxes
    • Customer will be liable for all duties and taxes connected with the Agreement.
    • Customer will be liable for taxes incurred under GST Law.
  • Independence

The parties enter the Agreement intending to be completely independent of each other, and not as a party to a joint venture, partnership or agency agreement.

  • Retrospectivity

The Agreement will apply retrospectively to anything (and any Indemnifier) provided by AORTA to Customer within the scope of the Agreement prior to the commencement of the Agreement, unless the parties agree otherwise in writing.

  • Agreement technicalities

The parties agree to:

  • the Boilerplate Provisions; and
  • the Interpretation Principles.
  • Definitions
  1. ADA

means the Australian Dental Association.

  1. AORTA Website Terms

means the terms and conditions governing access to the Website, available at aortaaustralia.com.au/terms-and-conditions/.

  1. Agreement

means the agreement arising between the parties in relation to any Order, in accordance with the terms outlined in this document and the other documents referred to by this document or the Order document(s).

  1. AHPRA

means the Australian Health Practitioner Regulation Agency.

  1. Associate

means:

  • in respect of a natural person:
    • a spouse, child, sibling or parent of the person; or
    • a trustee of a trust estate where the natural person or spouse, child, sibling or parent of the person is (directly, or indirectly) a beneficiary under the trust.
  • in respect of a company:
    • a directory or secretary of a company;
    • an associate (as defined in (a) above) of a director or secretary of the company;
    • a related body corporate of the company (as defined in the Corporations Act); or
    • a company that customarily acts in accordance with the wishes of a director or secretary of the company.
  1. Background IP

means the intellectual property rights owned by AORTA:

  • prior to the application of the Agreement; or
  • created by AORTA outside the scope of the Agreement.
  1. Boilerplate Provisions

The following sections apply to the Agreement.

  • Further assurances

The parties agree to do everything required to give full effect to the Agreement.

  • Entire agreement

The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.

  • Electronic signature

The Agreement may be executed or entered into electronically.

  • Counterparts

The documents constituting the Agreement may be executed in multiple counterparts.  The counterparts will be read as one legal document.

  • Waiver

No right or obligation under the Agreement will be waived unless the waiver is explicitly waived in writing.

  • Severance

Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.

  • Binding on successors

The Agreement is binding on each party’s successors and permitted assigns.

  • Agreement expenses

The parties will cover their own expenses in preparing the Agreement documents.

  1. Communications

means any contractual communication in connection with the Agreement.

  1. Compulsory Conditions, Compulsory Condition

means any condition, warranty or guarantee that the law does not permit to be limited or excluded (such as the consumer guarantees under the Competition and Consumer Act 2010 (Cth)).

  1. Confidential Information

means all information:

  • disclosed by a disclosing party to recipient party; or
  • which otherwise becomes to be known by the recipient party,

that could reasonably be regarded as confidential to the disclosing party, and includes information relating to:

  • technology, processes, products, inventions or designs used or developed by a disclosing party;
  • trade secrets and know-how;
  • customer lists and customer data; and
  • commercially sensitive information.
  1. Consequential Loss

means any kind of consequential, special, incidental or indirect loss, including loss of profits, loss of revenue, expenses incurred, pure economic loss, loss of opportunity and any kind of punitive or exemplary loss or damages.

  1. Consulting Agreement

Means any Agreement between Customer and AORTA describing the terms under which AORTA supplies consulting and training services to Customer available at https://aortaaustralia.com.au/consulting-terms/.

  1. Contractor Agreement

means any Agreement between Customer and a dentist related to AORTA, describing the terms under which the dentist delivers clinical services to patients at the premise of the Practice (if extant).

  1. Contributed IP

means:

  • the intellectual property rights owned by Customer prior to the creation of the Agreement; and
  • the intellectual property rights created by Customer, or provided by Customer to AORTA, in the course of AORTA rendering the Services.
  1. Costs, Cost

means any cost, expense, loss, damage, claim, demand, proceeding, judgment, settlement, lawyer or attorney’s fees, court cost, or other liability, whether arising under contract law, tort law, legislation or otherwise.

  1. Cover All Costs
    • Application of Indemnity
      • These indemnities are subject to the application of any Compulsory Conditions.
      • To the fullest extent permitted by the law, the indemnifying party indemnifies the indemnified party and its directors, employees, agents and assigns, for all Costs suffered by them in connection with each of the indemnity subjects.
    • Scope of Indemnity
      • The indemnified party must use reasonable endeavours to mitigate any Cost that arises that is subject to these indemnities.
      • These indemnities will not apply to Costs that are the subject of an indemnity exception, to the extent of that indemnity exception.
    • Separate indemnities

Each indemnity subject described in the clause will give rise to a separate indemnity in relation to that indemnity subject on the terms and conditions in this definition.

  • Indemnity details

These indemnities:

  • will survive the termination of the Agreement; and
  • will be additional to any contractual damages that the indemnified party might otherwise be entitled to claim.

Unless otherwise stated in the clause, the indemnified party may make a claim under these indemnities before any liability is crystallised, loss sustained or cost incurred.

  1. Dental Board

Means the Australian Dental Board (https://www.dentalboard.gov.au)

  1. Example Limitation Risks

means any liabilities arising from the risks described below.

Risks from advice, including:

  • reliance on advice or opinions in whatever form;
  • incorrect technical advice or data; and
  • failure to provide correct information.

Risks from data, including:

  • breach of privacy or data protection law;
  • digital security issues like malware;
  • breach of any law in connection with spam;
  • the storage of any third party data;
  • corrupted or lost data; and
  • a third party pursuing a right conferred by privacy or data protection law.

Risks from software and network, including:

  • digital security issues like software vulnerabilities;
  • software in a testing phase like (or analogous to) beta and alpha software;
  • software or network that’s inaccessible for any reason;
  • faulty technical data created by software;
  • the use of software for unlawful activity; and
  • failure of any software, hardware or network components provided by a third party.

Risks from intellectual property, including:

  • risks relating to infringement of third party intellectual property; and
  • any third party claim or legal action for intellectual property infringement.

Risks from people and property, including:

  • any death or injury; and
  • any property damage.

Risks from the Agreement, including:

  • negligence connected with the Agreement and its subject matter;
  • third party reliance on the subject matter of the agreement;
  • any act or omission connected with this agreement;
  • any delay connected with the Agreement;
  • breaches of the Agreement; and
  • the termination of the Agreement.
  1. Expansive Licence
    • The licensor grants the licensee a licence to the Intellectual Property Rights in the licence subject for the licence purpose. Unless otherwise specified in the clause the licence is:
      • irrevocable;
      • transferrable;
      • sub-licensable;
      • perpetual;
      • non-exclusive;
      • royalty free; and
    • Where there is a licence exception, the licence of Intellectual Property Rights above will not apply to the subject of the licence exception.
    • The licence granted above will be subject to any terms and conditions specified in the clause.
    • The licensor warrants that the licensee’s legitimate exercise of the licensed Intellectual Property Rights for the licence purpose will not infringe the rights of any third party.
    • The licensor warrants that it will give and obtain any Moral Rights waivers and consents necessary to ensure the licensee can use the Intellectual Property Rights for the licence purpose without infringing Moral Rights.
  2. Goods

means customised aligners, all goods described in the order form at Schedule 1, and any other goods sold or agreed to be sold by AORTA to Customer.

  1. GST Law

means the A New Tax System (Goods and services Tax) Act 1999 (Cth).

  1. Indemnifier

means the party or parties providing an indemnity under the clause using this definition, and if that is not applicable, the party or parties providing indemnities under the Agreement.

  1. Intellectual Property Rights

means, with the exception of Moral Rights and other inalienable rights, all right, title and interest, in each of the following in Australia and throughout the world, whether registered, unregistered or pending registration, and whether conferred by statute, common law, equity or otherwise:

  • copyright;
  • trade marks;
  • trade names, brand names or indications of source, appellation or origin;
  • inventions including patents, utility patents, patent applications, utility patent applications, and utility models;
  • circuit layout designs;
  • registered or unregistered designs;
  • rights in databases;
  • topography rights;
  • design rights;
  • plant variety and plant breeder rights;
  • domain name registrations;
  • confidential information, trade secrets, and know how;
  • any other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967;
  • any application for the registration of any of the above, and any rights to make such an application;
  • any right to take action to enforce any of the above rights; and
  • any licence from a third party to use any of the above.
  1. Interpretation Principles

Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:

  • Parties

For the parties to this document:

  • a reference to a party includes that party’s permitted assigns, administrators, successors, executors, legal representatives and any novated party; and
  • any reference to a trustee includes any substituted or additional trustee.
  • Grammatical Forms

In this document grammatical forms shall be interpreted as follows:

  • unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
  • ‘including’, ‘includes’ or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
  • where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
  • headings are for convenience and will not affect interpretation;
  • words in the singular will be taken to include the plural and also the opposite; and
  • ‘$” means the Australian dollar.
  • Document References

For other documents referenced by this document:

  • a reference to a document will be to that document as updated, varied or amended;
  • a document referenced by the Agreement will not take precedence over the referencing document;
  • when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
  • where a “URL” is mentioned, the non-operation of the “URL” will not render the rights and obligations associated with it invalid; and
  • any referenced digital resource may be replaced with another digital resource that is a “copy” of the original resource.
  • Rights and Obligations

In this document:

  • a reference to a party’s conduct includes omissions as well as acts;
  • if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
  • where a party is required to do ‘anything necessary’, this includes executing agreements and other legal instruments.
  • Definitions

For definitions in this document:

  • defined terms begin with capital letters and are not legally effective except to the extent described below;
  • where a definition contains rights and obligations, those rights and obligations will be incorporated by reference into the clause that uses the definition (referred to in the definition as “the clause”);
  • parameters for rights and obligations described by a definition are indicated with text in italics;
  • parameters in a definition inherit meaning from the equivalent concepts in a plain reading of the clause (including the defined term) using the definition;and
  • where a definition refers to rights and obligations as “these”; or “this”;, it is referring to rights and obligations created by the use of the definition in a clause.
  1. Keep Secret
    • Obligation of confidentiality
      • The recipient party agrees to use the confidentiality subject solely for the confidentiality purpose.
      • The recipient party agrees to keep the confidentiality subject strictly confidential for the confidentiality period.
    • Standard of confidentiality

The recipient party agrees to:

  • use industry standard security techniques to prevent;
  • immediately notify disclosing party of;
  • comply with disclosing party’s reasonable instructions regarding; and
  • use its best endeavours to mitigate the effects of,

any unauthorised access to or use of the confidentiality subject for which the recipient party is responsible in whole or in part.

  • Permitted disclosures
    • The recipient party may disclose the confidentiality subject to professional advisors, like lawyers or accountants, but only to the extent necessary for the confidentiality purpose.
    • The recipient party may disclose the confidentiality subject if it is, or subsequently comes to be, publicly known through no fault, act, or omission on the part of the recipient party;
    • The recipient party is also permitted to disclose the confidentiality subject if:
      • the disclosure is necessary in order to enforce the Agreement; or
      • the disclosure is required by law or a binding order of a government agency or court, but (to the extent permitted by law) the recipient party must not make such a disclosure without first notifying disclosing party and giving disclosing party a reasonable opportunity to object to the disclosure.
    • The recipient party must comply with disclosing party’s reasonable requests with regard to any permitted disclosure.
    • The recipient party must use reasonable endeavours to ensure any person receiving the confidentiality subject through a permitted disclosure will treat it confidentially, and under substantially the same obligations as these confidentiality obligations.
  • Exceptions

Where there is a confidentiality exception, these confidentiality obligations will not apply to the extent of the confidentiality exception.

  • Damages not an adequate remedy
    • The parties agree that:
      • the value of keeping the confidentiality subject confidential is difficult to assess; and
      • damages would not be an adequate remedy for the irreparable harm that would be caused by the the recipient party’s breach of these confidentiality obligations.
    • If the recipient party actually breaches or threatens to breach these confidentiality obligations, disclosing party will be entitled to enforce the recipient party’s confidentiality obligations by injunctive relief or specific performance, in addition to any other available remedy. The disclosing party will not be required to prove actual or special damage in order to do so.
  • Mutual obligations

These confidentiality obligations may be mutual so that, if specified in the clause, each party to the Agreement may simultaneously be a disclosing party with respect to its own confidentiality subject and a recipient party with respect to another party’s confidentiality subject.

  1. Limited To The Legal Minimum

The limited party deals with the limiting party in respect of the limitation subject at its own risk. To the fullest extent permitted by law, limiting party excludes all liability (including Consequential Loss) to limited party for any liabilities connected directly or indirectly with the limited party and limiting party dealings in relation to the limitation subject, including liabilities based on:

  • contract law;
  • tort law; or
  • legislation,

and including liabilities caused by the limitation risks.

Where there is a limitation exception, this limitation of liability does not apply to the subject of the limitation exception.

  • Indemnities not limited

The foregoing limitation of liability will not apply to indemnities given by limiting party to limited party under the Agreement.

  • Implied Conditions

To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the limiting party and the limited party in respect of the limitation subject are excluded from the Agreement.

  • Compulsory Conditions

To the fullest extent permitted by the law, limiting party’s liability to the limited party for breaching a Compulsory Condition in relation to the limitation subject is limited to:

  • in a case where a breach is deemed to be a breach in respect of goods:
    • the replacement of the relevant goods or the supply of equivalent goods;
    • the repair of the relevant goods;
    • the payment of the cost of replacing the relevant goods or of acquiring equivalent goods; or
    • the payment of the cost of having the relevant goods repaired; and
  • in a case where a breach is deemed to be a breach in respect of services:
    • the resupply of the relevant services; or
    • payment of a sum equal to the cost of resupplying the relevant services.

The limiting party will choose which of these options will apply.

  1. Moral Rights

means the rights commonly referred to as “moral rights”, such as the right of attribution, which are recognised in the jurisdiction of the Agreement.

  1. New IP

means the intellectual property rights created by AORTA for Customer under the Agreement, and does not include Background IP or Contributed IP.

  1. Order

means any order from Customer for Goods or Services from AORTA.

  1. Patient Data

means any clinical scans, x-rays, or other patient information transmitted by Customer to AORTA.

  1. Personal Information

has the meaning given to that term in the Privacy Act 1988 (Cth).

  1. Related Agreement

means the:

  • Contractor Agreement;
  • Consulting Agreement;
  • AORTA Website Terms; and
  • any agreement between AORTA or an Associate of AORTA on one hand, and Customer or an Associate of Customer on the other.
  1. Restricted Licence
    • The licensor grants the licensee a licence to the Intellectual Property Rights in the licence subject for the licence purpose. Unless otherwise specified in the clause the licence is:
      • revocable;
      • non-transferrable;
      • unsublicensable; and
      • non-exclusive.
    • Where there is a licence exception, the licence of Intellectual Property Rights above will not apply to the subject of the licence exception.
    • The licence granted above will be subject to the terms and conditions specified in the clause.
    • The licensor warrants that the licensee’s legitimate exercise of the licensed Intellectual Property Rights for the licence purpose will not infringe the rights of any third party.
    • The licensor warrants that it will give and obtain any Moral Rights waivers and consents necessary to ensure the licensee can use the Intellectual Property Rights for the licence purpose without infringing Moral Rights.
  2. Sensitive Information

has the meaning given to that term in the Privacy Act 1988 (Cth).

  1. Services

means the ancillary services connected with the sales of the Goods, such as digital model storage and retrieval.

  1. Transfers Intellectual Property Ownership
    • The assignor assigns all current and future Intellectual Property Rights in the transfer subject to assignee.
    • The assignment is global unless the clause specifies a particular territory for the assignment, in which case the Intellectual Property Rights are assigned in that territory only.
    • The assignor warrants and represents to assignee that it has the right to transfer the Intellectual Property Rights under this clause and that the assignee’s legitimate exercise of the assigned Intellectual Property Rights will not infringe the rights of any third party.
    • The assignor agrees to do all things necessary to give effect to the foregoing assignment of Intellectual Property Rights.
    • The assignor gives (and where it does not hold the relevant Moral Rights warrants that it will obtain) any Moral Rights waivers and consents necessary to ensure the assignee can deal in the Intellectual Property Rights in the transfer subject in accordance with this clause without infringing Moral Rights.
    • Where there is a transfer exception, the transfer of Intellectual Property Rights and obligations in relation to Moral Rights in the subclauses above will not apply to the subject of the transfer exception.
  2. Website

means AORTA’s website available at aortaaustralia.com.au/.

  • Schedule 1: Order Form