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AGREEMENT Powered By Docstoc
					                            DEED
                          between the


       COMMONWEALTH OF AUSTRALIA
                              and


              _______________________________


to terminate an agreement in relation to a research centre named


           The Cooperative Research Centre
                         for

             _________________________________


                       supported under


   THE COOPERATIVE RESEARCH CENTRES
             PROGRAMME




                                            CRC Deed of Termination – JULY 2005
TABLE OF CLAUSES

PARTIES

RECITALS


1.   INTERPRETATION

2.   TERMINATION OF ORIGINAL COMMONWEALTH AGREEMENT

3.   EFFECT OF TERMINATION OF THE ORIGINAL COMMONWEALTH
     AGREEMENT

4.   UNEXPENDED GRANT

5.   INDEMNITY

6.   DEED

7.   COUNTERPARTS




                                     CRC Deed of Termination – JULY 2005
THIS DEED is made on the ________________ day of ________________ 2005

between the

COMMONWEALTH OF AUSTRALIA, represented by the Department of
Education, Science and Training (“the Commonwealth”) of the one part

and

_________________________________________________________________

and

_________________________________________________________________
and

_________________________________________________________________
and

_________________________________________________________________
and

_________________________________________________________________
and

_________________________________________________________________
and

_________________________________________________________________
and

_________________________________________________________________

(collectively called “the Researcher”) of the other part.




                                                        CRC Deed of Termination – JULY 2005
RECITALS:

A.    By agreement dated ________________ and varied on ________________ (the
      Original Commonwealth Agreement) the persons collectively described as the
      “Researcher” entered into an agreement with the Commonwealth to establish
      and operate a research centre presently known as the

      “Cooperative Research Centre for
      ______________________________________

      ________________________________________________________________
      ”.
B     The Commonwealth and the Researcher have agreed to terminate the Original
      Commonwealth Agreement with effect from 1 July 2005.

C.    The Commonwealth has agreed to enter into another Agreement (the New
      Commonwealth Agreement) for funding a new Centre to be known as the

      “Cooperative Research Centre for
      ______________________________________

      ________________________________________________________” (New
      from Existing CRC).


OPERATIVE PART:

1.    INTERPRETATION

1.1   In this agreement, unless a contrary intention appears:

      “Original Commonwealth Agreement” means the agreement referred to in
      Recital A;
      “New from Existing CRC” means the Cooperative Research Centre referred to
      in Recital C.
      “New Commonwealth Agreement” means the agreement referred to in Recital
      C;

1.2   All capitalised terms in this Deed (other than those defined in clause 1.1) have
      the same meaning as defined in the Original Commonwealth Agreement.




                                                        CRC Deed of Termination – JULY 2005
2.    TERMINATION OF ORIGINAL COMMONWEALTH AGREEMENT

2.1   Notwithstanding any other provision in this Deed, this Deed will not have effect
      until the New Commonwealth Agreement has been executed by all parties to
      that Agreement.

2.2   Subject to clause 2.1, the Original Commonwealth Agreement is terminated as
      from
      1 July 2005.

2.3   Notwithstanding any other provision of this Deed, clauses of this Deed do not
      affect the rights and obligations of the parties arising or accruing under the
      Original Commonwealth Agreement prior to the date on which this Deed takes
      effect under clause 2.1.

3.    EFFECT OF TERMINATION OF THE ORIGINAL COMMONWEALTH
      AGREEMENT

3.1   Notwithstanding that this Deed terminates the Original Commonwealth
      Agreement, the Researcher is not required to comply with clauses 15A.1 and
      15A.2 of the Original Commonwealth Agreement.

3.2   On the termination of the Original Commonwealth Agreement the Researcher
      must do all things reasonably required by the Commonwealth to ensure orderly
      transition to the New from Existing CRC.

3.3   Within 4 months of the termination of the Original Commonwealth Agreement
      the Researcher must prepare and provide reports in accordance with clause 14,
      14A and 14B of the Original Commonwealth Agreement as if the Agreement
      was terminated under clause 15 of that Agreement.

4.    UNEXPENDED GRANT

4.1   For a period of up to 3 months after the termination of the Original
      Commonwealth Agreement the Researcher may draw from the Account amounts
      necessary to meet commitments properly made prior to the termination of the
      Original Commonwealth Agreement.

4.2    Subject to clauses 4.4 and 4.5, within 3 months of the termination of the
      Original Commonwealth Agreement the Researcher must pay to the company
      established to govern the New From Existing CRC (the Company) the
      Unexpended Grant Amount.

4.3   The Unexpended Grant Amount referred to in clause 4.2 is calculated by
      multiplying the amount of the monies remaining in the Account by the
      proportion that the Grant monies paid by the Commonwealth during the Grant



                                                       CRC Deed of Termination – JULY 2005
      Period bears to the total of the deposits paid into the Account during the Grant
      Period.

4.4   The Commonwealth may, at its absolute discretion, give written directions to the
      Researcher regarding its dealings with the Unexpended Grant Amount, including
      a direction that the Unexpended Grant Amount be paid to the Commonwealth
      instead of the Company. The Researcher must comply with any such written
      directions from the Commonwealth.

4.5   In the event that the Unexpended Grant Amount exceeds $250,000 the
      Researcher must inform the Commonwealth in writing of the amount of the
      Unexpended Grant Amount prior to paying any of that amount to the Company
      and must seek written directions from the Commonwealth in regard to its
      treatment of the Unexpended Grant Amount.

4.6   A commitment referred to in clause 4.1 will not have been properly made if:
      (a) it was made in breach of clause 5 of the Original Commonwealth Agreement;
or
      (b) the resultant expenditure is likely to occur more than 3 months after the
      termination of the Original Commonwealth Agreement.

4.7   Notwithstanding clauses 4.1 to 4.5, upon the written request of the Researcher
      the Commonwealth may, at its absolute discretion, permit the monies that would
      otherwise be required to be paid to the Company or the Commonwealth in
      accordance with clause 4.2 to be retained by the Researcher to be used in
      accordance with a purpose agreed by the Commonwealth and permitted under
      the terms of the Original Commonwealth Agreement.

4.8   If the Commonwealth agrees to a request by the Researcher under clause 4.7 and
      monies so retained by the Researcher under clause 4.7 are not fully used for the
      purpose agreed to by the Commonwealth within any timeframe for such use
      specified by the Commonwealth, or are used for a purpose not permitted by the
      Commonwealth, the Researcher must pay immediately to the Commonwealth
      the portion of those monies that are not used in accordance with the agreed
      purpose, such amount being a debt due to the Commonwealth without further
      proof of the debt by the Commonwealth.

5.    INDEMNITY

5.1   The indemnity provided by the Researcher under clause 19 of the Original
      Commonwealth Agreement will survive the termination of the Original
      Commonwealth Agreement.




                                                         CRC Deed of Termination – JULY 2005
6.    DEED

6.1      This document is executed as a deed.

7.    COUNTERPARTS

7.1      This Deed may be signed by the Researcher in several counterparts.
         When signed by the Commonwealth, each signed counterpart is taken to
         be an original of this Deed




                                                  CRC Deed of Termination – JULY 2005
IN WITNESS WHEREOF the parties have executed this Contract on the dates respectively
set out below.


SIGNED, SEALED
AND DELIVERED for and on behalf of the                        )
                                                              )
COMMONWEALTH OF AUSTRALIA                                     )
                                                              )
by its duly authorised officer                                )
                                                              )
_____________________ [Name of Officer]                       )
                                                              )

_____________________ [Signature]
                                                              )
in the presence of                                            )
                                                              )
_____________________________ [Witness]                       )
                                                              )
_______________________ [Date]                                )



SIGNED, SEALED AND
DELIVERED FOR AND ON BEHALF OF                                )
                                                              )
_______________________________ [Party]                       )
                                                              )
by its duly authorised officer                                )
                                                              )
______________________ [Name of Officer]                      )
                                                              )
                                                              )
in the presence of                                            )
                                                              )
_____________________________ [Witness]                       )
                                                              )
________________________ [Date]                               )



[or other mode of attestation prescribed in the Articles of Association]


[NB: Provide a signature block for each party. “Under Common Seal” is only necessary if the
party is required to do so under its own legislation etc]




                                                                  CRC Deed of Termination – JULY 2005

				
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